Last May, Andy Greene wrote an article for RollingStone magazine about the "the biggest, messiest band breakups in music history". In the introducing his list of the 50 worst breakups, Mr. Greene observed...more
Nine years ago, I posed the question of whether the California General Corporation Law permits corporations to serve as directors. My answer at the time was "no" because Section 164 of the Corporations Code defines...more
The California Real Estate Law is decidedly standoffish when it comes to limited liability companies. While it allows corporations to be licensed as real estate brokers, it makes not such allowance for limited liability...more
Section 17701.7 of the California Corporations Code sets up two arguably contradictory rules. Subdivision (b) provides that unless displaced by "particular provisions" of the California Revised Uniform Limited Liability...more
Michael Jackson died in 2009. After his death, two plaintiffs filed complaints against two corporations of which Michael Jackson was the sole shareholder. The trial court sustained the plaintiffs' demurrer setting up...more
The possible application of California's Corporate Securities Law of 1968 may not be the first thing that comes to mind when amending charter documents. However, Section 25120 of the California Corporations Code makes it...more
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 A...more
In 2022, the California legislature amended several provisions of the California Revised Uniform Limited Liability Company Act, including Section 17702.01 which lists what must be included in the articles of organization of a...more
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....more
Section 17701.10 of California's Revised Uniform Limited Liability Company Act (RULLCA) provides that an operating agreement serves the following four purposes...more
Last week the Nevada Supreme Court answered the following question that was certified to it by the Ninth Circuit Court of Appeals...more
The California State Teachers’ Retirement System ("CalSTRS"), formed two Delaware limited liability companies for the purpose of purchasing and holding title to two investment properties in Alameda County, California. ...more
"Outside reverse veil piercing" allows a shareholder's creditor to reach corporate assets. In Postal Instant Press, Inc. v. Kaswa Corp., 162 Cal. App. 4th 1510 (2008), the Fourth District Court of Appeal rejected outside...more
The California Revised Uniform Limited Liability Company Act contemplates requires that a California LLC have at least two types of offices - a principal office and a designated office....more
The California Revised Uniform Limited Liability Company Act requires that the articles of organization include several prescribed statements, including the street address of the limited liability company's initial principal...more
The California Corporations Code includes provides for the formation of corporations as well as limited liability companies. However, it does not provide for the formation of limited liability corporations. Oddly, however,...more
Earlier this week, Senator Melissa Hurtado amended her placeholding bill, SB 738, to flesh out her proposed Corporate Transparency Act. As amended, the bill would require foreign corporations that register to transact...more
The California Revised Uniform Limited Liability Company Act authorizes the conversion of a California limited liability company into an "other business entity", a "foreign other business entity", or a "foreign limited...more
In a short order of affirmance issued last week, the Nevada Supreme Court affirmed a basic requirement of derivative litigation. J. McDonald Co. v. Tropical & Losee, LLC, 2022 WL 6833521 (Nev. Oct. 11, 2022). The case...more
In April, I wrote about AB 2431 which modifies the statement of information a statement requirement for LLCs. In 2020, the legislature enacted AB 3075 (Gonzalez) to require that statements of information filed with the...more
California's Limited Liability Company Act provides that when an LLC is a manager-managed limited liability company, as defined in Corp. Code § 17701.03(o), every manager is an agent of the LLC for purposes of its business...more
Historically, the alter ego doctrine has been applied to hold a shareholder or shareholders liable for the claims made against the corporation. In general, two requirements must be met for the doctrine to be applied. First,...more
Both the California General Corporation Law and the California Revised Uniform Limited Liability Company Act include provisions granting shareholders/members the right to avoid a dissolution of the corporation/LLC under...more
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...more
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...more