California Corporate & Securities Law

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...

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

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...

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...

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:

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...

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...

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

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 registered...