California Corporate & Securities Law

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...

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...

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

California requires that the articles of organization of a limited liability company include the name and street address of the initial agent for service of process.  Cal. Corp. Code § 17702.01(b)(4).  In a recent ruling, Chief District Court Judge ...

When one partner or members seeks the dissolution of a California limited partnership or limited liability company, the other partners or members may keep the LP or LLC alive by purchasing, for cash, the interests owned by the party seeking...