California Corporate & Securities Law

Yesterday's post considered one of several matters raised on appeal in Perry v. Stuart, 2025 WL 1501935. The case involves a former member's demand for inspection of records of a California limited liability company. Another issue raised in the...

The California Limited Liability Company Act provides “a manager” of a limited liability company “shall promptly deliver . . . a copy of the information required to be maintained by paragraphs (1), (2), and (4) of subdivision (d) of [s]ection...

For the last several years, I have been commenting on the judicial confounding of limited liability companies and corporations.  See What Egregious Error Have Courts Made Nearly 9,000 Times (And Counting)?,The Too Too Unpardonable Fault Of...

In deciding whether to impose alter ego liability with respect to a limited liability company, a federal court has several possible choices. It could apply the law of the state of formation of the LLC, it could apply the forum state's law, or it...

Professor Eugene Volokh recently highlighted a decision by U.S. District Judge Brian Cogan taking a plaintiff to task for inadequately pleading diversity jurisdiction when the defendant is a limited liability company. According to Judge Cogan an...

Under the business judgment rule, "a director is not liable for a mistaken business judgment which is made in good faith and in what he or she believes to be in the best interest of the corporation, where no conflict of interest exists.”   Gaillard v....

California's Revised Uniform Limited Liability Company Act provides "The law of the state . . . under which a foreign limited liability company is formed governs all of the following: The organization of the limited liability company, its internal...

The California Revised Uniform Limited Liability Company Act (RULLCA) provides that when a member who is an individual dies, the member dissociates from the limited liability company. Cal. Corp. Code § 17706.02(f). Dissociation results in the...

In a recently published article, Professors Samantha J. Prince & Joshua P. Fershée focus on the propensity to conflate corporations with limited liability companies: