California Corporate & Securities Law

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...

Under the business judgment rule, "a director is not liable for a mistaken business judgment which is made in good faith and in what he or she believes to be in the best interest of the corporation, where no conflict of interest exists.”   Gaillard v....

California's Revised Uniform Limited Liability Company Act provides "The law of the state . . . under which a foreign limited liability company is formed governs all of the following: The organization of the limited liability company, its internal...

The California Revised Uniform Limited Liability Company Act (RULLCA) provides that when a member who is an individual dies, the member dissociates from the limited liability company. Cal. Corp. Code § 17706.02(f). Dissociation results in the...

In a recently published article, Professors Samantha J. Prince & Joshua P. Fershée focus on the propensity to conflate corporations with limited liability companies:

Section 17707.08(c) of the California Corporations Code provides:

Eleven years ago, I foretold potential issues arising from California's repeal of the Beverly-Killea Limited Liability Company Act in favor the California Revised Uniform Limited Liability Company Act. Since that gloomy vaticination, practitioners...

Last week, I wrote about a recent Delaware case involving an attempt to enforce a non-compete provision in a limited liability company agreement.  Sunder Energy, LLC v. Jackson,2023 WL 8166517. The case was brought in the Delaware Court of Chancery...

Sunder Energy, LLC recently sought to enforce a non-compete agreement against its former head of sales in the Delaware Court of Chancery.  Sunder Energy, LLC v. Jackson, 2023 WL 8166517. Vice Chancellor J. Travis Laster denied Sunders' application...