This California LLC Statute Entirely Bungles The Internal Affairs Doctrine

At first glance, California Corporations Code Section 17708.01(a) appears to be a rather straightforward enunciation of the "internal affairs doctrine" as applied to foreign limited liability companies: 

Wyoming vs. Delaware

In 1869, Wyoming became the first state to extend voting rights to women.  In 1977, Wyoming became the first state to enact a law allowing for the formation of a business entity known as a "limited liability company".  Now, one academic is...

Whose Law Applies To LLC Alter Ego Claims?

In a recent ruling, U.S. District Court Judge Dale A. Drozd applied California law to the determination of which law to apply to an alter ego claim:

Court Insists No Standing In LLC Derivative Actions Without Continuous Ownership

Derivative actions by members of domestic or foreign limited liability companies are governed by Section 17709.02 of the California Corporations Code.  That statutes provides that “[n]o action shall be instituted or maintained in right of any...

Why I Find This Case To Be So Confusing

I recently came across Judge William Alsup's ruling in Carbon Crest, LLC v. Tencue Productions, LLC, 2022 U.S. Dist. LEXIS 66676.  However, the first two sentences of the ruling left me baffled:

Why This CLA Sponsored Bill Obfuscates Rather Than Clarifies LLC Filings

In 2020, the legislature enacted AB 3075 (Gonzalez) which, among other things, requires a corporation or an LLC to disclose in its statement of information filed with the Secretary of State whether any director of the corporation or member or...

The Curious Case Of The Unregistered Foreign LLC

I recently came across and was baffled by the following decision:

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...

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