California Corporate & Securities Law

The point of last Friday's post is that Section 1502 of the California Corporations Code does not apply to foreign limited liability companies.  That statute requires a "corporation", as defined in Section 162, to file a statement with the Secretary...

California's first limited liability company act was known as the Beverly-Killea Limited Liability Company Act, former Corporations Code Section 17000 et seq.  In 2012, the legislature replaced it with the ill conceived California Revised Uniform...

California's Revised Uniform Limited Liability Company Act provides that a limited liability company member may dissociate either "rightfully or wrongfully".  Cal. Corp. Code § 17706.01(a).  A dissociation is wrongful when, among other...

Professor Joshua Fershee has been fighting the good fight on limited liability company nomenclature, but I fear that he is losing.  For example, the following appeared in a recent U.S. Magistrate's ruling denying a plaintiff's application to serve a...

Yesterday's post concerned a recent federal district court decision applying the corporate alter ego doctrine to a Nevada limited liability company. Bustos v. Dennis, 2018 U.S. Dist.  LEXIS 45764.  An update to this post noted that although Judge...

Yesterday's post concerned U.S. District Court Judge Cynthia Ann Bashant's recent ruling that a plaintiff had failed to plead adequately the existence of a security.  D.R. Mason Constr. Co. v. GBOD, LLC, 2018 U.S. Dist. LEXIS 41236.  Professor...

As Professor Joshua Fershee has often noted, many judges fail to distinguish between corporations and limited liability companies.  See, e.g., LLCs Are Not Corporations. Be Vigilant. Respect the Entity.  Therefore, it is nice to see that some judges...

Marlene Dietrich reportedly said "When you're dead, you're dead, thats it."  At one time, that was true of limited liability companies formed under California's Revised Uniform Limited Liability Company Act. 

"He is not yet dead, put him back in...

Professor Douglas K. Moll points out a small, but significant, difference between the duty of loyalty owed by a partner under California's Uniform Partnership Act of 1994 and the duty of loyalty owed by a member or manager under California's Revised...

U.S. District Court Judge Tena Campbell's ruling in Strong v. Cochran, 2017 U.S. Dist. LEXIS 170073, is a reminder that sometimes what you do matters more than what you say.  The case involved claims by the liquidating trustee for a failed real...