California Corporate & Securities Law

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. 

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...

Last June, the California Secretary of State's office announced bizfile California, which it described as "a new online portal to help businesses file, search, and order business records quickly and conveniently from one webpage". Bizfile California...

Limited liability companies did not exist when Congress enacted the Securities Act of 1933 and the Securities Exchange Act of 1934. Therefore, it should be no surprise that as originally enacted these acts did not mention LLCs. Congress has since...

Courts historically have applied the alter ego doctrine to "pierce the corporate veil" so that a shareholder may be held liable for the debts or conduct of the corporation.  California has extended the possibility of alter ego liability to members of...

In general, the debts, obligations, or other liabilities of a California limited liability company do not become the debts, obligations, or other liabilities of a member or manager solely by reason of the member acting as a member or manager acting...

California Code of Civil Procedure Section 367 requires that every action must be prosecuted in the name of the real party of interest. What happens when a plaintiff sues under a fictitious business name of a dissolved foreign limited liability...