CARULLCA Transition Issues Left Unaddressed In Recent Decision

Hillsborough Dev. Co., LLC v. Annen Case No. D074818 (Cal. Ct. App. Aug. 9, 2019) involved a disputed removal of an LLC's manager by a majority of the members.  The LLC agreement was silent on how the manager could be removed and the parties did not...

Two Partners, Three Lawyers, What Would King Solomon Do?

Jarvis Properties is a limited partnership with two general partners.  As fate would have it, the two general partners are brothers and each brother holds a 50% interest in the partnership.  When one brother, James, sued for partition, the other...

N.C. Supreme Court Interprets California Demand Requirement, But Did The Statute Apply?

The North Carolina's Supreme Court's recently issued opinion in  Azure Dolphin, LLC v. Barton, 2018 N.C. LEXIS 1036 caught my eye because it involved an interpretation of California Corporations Code Section 15910.02 which establishes the...

Multifarious Meanings of "Person"

Last Friday, I observed that the definitions of "person" found in the Securities Act and the Securities Exchange Act are oddly incongruous. The California Corporations Code is similarly inharmonious.  Section 18 of the Code, which applies to the...

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