California Corporate & Securities Law

Yesterday's post considered one of several matters raised on appeal in Perry v. Stuart, 2025 WL 1501935. The case involves a former member's demand for inspection of records of a California limited liability company. Another issue raised in the...

The California Limited Liability Company Act provides “a manager” of a limited liability company “shall promptly deliver . . . a copy of the information required to be maintained by paragraphs (1), (2), and (4) of subdivision (d) of [s]ection...

For the last several years, I have been commenting on the judicial confounding of limited liability companies and corporations.  See What Egregious Error Have Courts Made Nearly 9,000 Times (And Counting)?,The Too Too Unpardonable Fault Of...

"I see the bad moon arising, I see trouble on the wayI see earthquakes and lightnin', I see bad times today"*

The California Revised Uniform Limited Liability Company Act, Cal. Corp. Code § 17701.01 et seq., clearly authorizes the appointment of officers:

In a recent post, I questioned why personal jurisdiction was unquestioned.  See Questioning Delaware's Control Over Controlling Stockholders.  Personal jurisdiction is, of course, unquestionably fundamental, as evidenced by the Nevada Supreme Court's...

In deciding whether to impose alter ego liability with respect to a limited liability company, a federal court has several possible choices. It could apply the law of the state of formation of the LLC, it could apply the forum state's law, or it...

Professor Eugene Volokh recently highlighted a decision by U.S. District Judge Brian Cogan taking a plaintiff to task for inadequately pleading diversity jurisdiction when the defendant is a limited liability company. According to Judge Cogan an...

The word "forfeiture" has an interesting etymology.  It is derived from two Latin words, foris meaning a door or gate, and facere meaningto do. Eventually, the word came to refer to a misdeed punishable by a fine. Today, it used to refer the loss of...