California Corporate & Securities Law

"O, 'tis a fault too too unpardonable!"*

Law Professors Samantha Prince and Joshua Fershee have recently completed an article on the importance of not conflating limited liability companies with corporations.  In An LLC By Any Other Name Is Still Not...

The California Revised Uniform Limited Liability Company Act defines a "distribution" as a transfer of money or other property from a "limited liability company" (Cal. Corp. Code § 17701.02(k)) to another "person" (Cal. Corp. Code § 17701.02(v)) on...

Section 17701.10 of  California's Revised Uniform Limited Liability Company Act (RULLCA) provides that an operating agreement serves the following four purposes:

Last Friday, I wrote about a recently issued Court of Appeal opinion with respect to California Corporations Code Section 17707.03. That statute provides that a court may decree the dissolution of a limited liability company pursuant to "an action...

The California Revised Uniform Limited Liability Company Act provides procedures for both voluntary and judicial dissolution. When a member or members of a California limited liability company files an action for its judicial dissolution, the other...

At first glance, California Corporations Code Section 17708.01(a) appears to be a rather straightforward enunciation of the "internal affairs doctrine" as applied to foreign limited liability companies:

In a ruling handed down this week, U.S. District Judge Lawrence J. O'Neill addressed whether California law applied to derivative claims apparently brought on behalf of an Oregon entity. I found Judge O'Neill's ruling confusing at best. First, he...

California's Revised Uniform Limited Liability Company Act includes two separate provisions validating notes, mortgages, evidences of indebtedness, contracts, certificates, statements, conveyances or other written instruments against any lack of...

Today's post continues my discussion of the Court of Appeal's holding in Han v. Hallberg, 2019 Cal. App. LEXIS 475 that a trust is a person that may be a partner under the California Uniform Partnership Act. As I noted yesterday, the Court of Appeal...