California Corporate & Securities Law

In California, real estate broker licenses are currently issued only to individuals and corporations. Limited liability companies need not, indeed may not, apply. This is a result of a compromise that was reached when California’s original limited...

When I first heard about Delaware's new statute establishing a procedure for dividing a limited liability company, I immediately flashed back to High School Biology class and meiosis. In meiosis 1, a single cell divides into two cells with each...

As one might expect, the California Corporations Code includes California General Corporation Law. The Corporations Code covers a lot more than corporations, however. It includes, for example, California's partnership, limited partnership, and...

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...

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 Fershee...