Inspection When The Subsidiary Is A Limited Liability Company

Section 1601 of the California Corporations Code grants any shareholder the right to inspect the accounting books, records, and minutes of board and shareholder meetings for a purpose reasonably related to the shareholder's interest as a...

Choice Of Law And Outside Reverse Veil Piercing

Last week, I took note of the Second District Court of Appeal's decision that allows for the possibility outside veil piercing, Blizzard Energy, Inc. v. Bernd Schaefers,  2021 Cal. App LEXIS 968.   Readers may recall that the case involved the...

California Court Addresses Outside Reverse Veil Piercing Of Chimeric LLC

Reverse veil piercing involves subjecting an entity to the liabilities of its owner.  See Inside and Outside Veil Piercing.   As Professor Bainbridge has noted, there are two types of reverse veil piercing:

Do LLC Members Owe Fiduciary Duties? Yes And No

Does a member of a limited liability company owe a fiduciary duty to the company and the other members?  Section 17704.09(a) of the California Corporations Code states that a member owes a duty of loyalty and a duty of care.  Thus, the answer would...

Court Rules That A Conversion May Be Actionable As Conversion

The California Revised Uniform Limited Liability Company Act authorizes the conversion of a limited liability company into various other types of entities, including a corporation.  Cal. Corp. Code § 17710.02.  Following conversion, the succeeding...

Neither Member Nor Manager And Yet Still An Agent Be

"Let every eye negotiate for itselfAnd Trust no Agent;"

Bill Would Mandate That All LLCs Have A "Valid" EMail Address

In a move that may not please Postmaster General Megan G. Brennan, California Assembly Member James Gallagher has introduced a bill that would effectively require every limited liability company and every foreign limited liability company...

SOS Amends Form LLC-1 To Warn Of Perjury

California Corporations Code Section 17702.07(c) provides that an individual who signs a record authorized or required to be filed under the California Revised Uniform Limited Liability Company Act "affirms under penalty of perjury that the...

Legislator Proposes Limited Immortality For California LLCs

The California Revised Uniform Limited Liability Act originally provided that "A limited liability company that is dissolved nevertheless continues to exist for the purpose of winding up its affairs, prosecuting and defending actions by or...

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