What’s in Your Operating Agreement? Legal Tips for Healthcare Providers
Nonprofit Quick Tips: State Filings in Alabama and Arkansas
Compliance Tip of the Day: Code of Conduct as an Internal Control
Nonprofit Quick Tip: State Filings in Maryland and Pennsylvania
Corporate Divorce – Preventing and Managing the Break-Up of a Business Partnership
Managing Sanctions Compliance
Podcast - Betty... embargaron Ecomoda
Strategies for Startups at Foundation
Podcast - Colaborar por contrato... sí funciona
FCPA Compliance Report: From Compliance to Commercial Value: Removing Friction with AI
Sunday Book Review: April 27, 2025, The Books on Business for May Edition
Sunday Book Review: March 23, 2025, The Hard-Boiled Edition
RoboCop: Overview of Corporate Basics and Compliance Filings
The Corporate Transparency Act
How Tax Works - Entity Selection
The Best of Founder Shares: Highlights Wisdom of Season's Guests
AGG Talks: Cross-Border Business - Economic Incentives for Foreign Companies Entering the U.S.
AGG Talks: Cross-Border Business - U.S. Tax Considerations for Scaling Across Borders
Nonprofit Quick Tip: State Filings in Alaska and Hawaii
Navigating Russia Sanctions
Many prior LLC Jungle posts have addressed statutory buyouts for LLC, partnership, and corporate interests. Some of those posts cover various efforts to defeat a pending statutory buyout through various means — dissolution...more
This series of posts seeks to identify legal questions that can add definition and value to the good work that sustainability teams are doing. Our last post focused on whether the revenue used to evaluate the applicability...more
Are you considering expanding your international business to San Diego or the United States? Are you planning to start a new business entity to add to the existing constellation of your companies, or are you considering a...more
This series of posts seeks to identify legal questions that can add definition and value to the good work that sustainability teams are doing. Our last post focused on the applicability of the climate-related financial...more
This series of posts seeks to identify legal questions that can add definition and value to the good work that sustainability teams are doing....more
On July 9, 2025, the California Air Resources Board (CARB) released Frequently Asked Questions (FAQs) to help guide companies in complying with the state's new Corporate Greenhouse Gas (GHG) Reporting and Climate-Related...more
One of the most important rights owned by LLC members is the right to inspect the LLC’s books and records. For an overview of LLC books and records requests, see the prior LLC Jungle post: Why LLC Managers Should Take Member...more
On May 29, 2025, the California Air Resources Board (CARB) hosted a virtual public workshop to discuss its progress in implementing California’s sweeping new climate disclosure laws. California Senate Bills (SB) 253, 261, and...more
On May 29, the California Air Resources Board (CARB) held a public workshop on CA climate disclosure laws. During the workshop, CARB shared a timeline for regulatory development and an overview of initial staff concepts to...more
The regulations for the California Climate Corporate Data Accountability Act (SB253), which applies to entities with annual revenue in excess of $1 billion, have been delayed until the end of 2025. The California Air...more
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. ...more
Administering a trust or probate estate is challenging enough—but what happens when you, as a private professional fiduciary, are tasked with managing a business interest? Whether you’re a professional trustee, conservator,...more
Does the First Amendment protect associations’ communications with their members when petitioning government agencies?...more
I have devoted several posts over the years to California's Unincorporated Association Law. Although many houses of worship are incorporated, some are not. Even amongst incorporated religious groups, there can be sub-groups...more
In “business divorce” litigation involving LLCs, it is common to see a disgruntled LLC member asserting claims against the LLC’s manager. Depending on the type of harm alleged, those claims might be asserted directly (by the...more
With the uncertainty plaguing the ultimate status of the SEC’s climate disclosure rules on the federal level (we reported on the most recent developments in The SEC Votes to “End its Defense” of Climate Change Rules and SEC...more
Courts are wont to say that Section 2116 of the California Corporations Code codifies the internal affairs doctrine. See Villari v. Mozilo, 208 Cal. App. 4th 1470, 1478 n.8 (Cal. Ct. App. 2012) (“Corporations Code section...more
The California Revised Uniform Limited Liability Company Act, Cal. Corp. Code § 17701.01 et seq., clearly authorizes the appointment of officers...more
Our Health Care Group breaks down two California bills (SB 351 and AB 1415) that would regulate private equity’s and hedge funds’ roles in managing health care and dental practices....more
Nearly 13 years ago, I ruminated on the question of whether corporations are required to have bylaws. As far as California is concerned, there is no requirement that a corporation in fact have bylaws, although virtually all...more
It has been my experience that corporate law attorneys at national law firms tend to have a great deal of knowledge about and experience with Delaware corporate law. The reason for this is that Delaware has historically been...more
Many prior posts have addressed the “alter ego” doctrine, under which a business entity’s owner can be held personally liable for the entity’s debts. This is also known as “piercing the corporate veil.”...more
A prior post — A Receiver For Your LLC? — covered the basics of court-appointed receivers acting on behalf of an LLC. It is always worth keeping in mind that a receiver appointed to handle the affairs of an LLC is a “general...more
I recently questioned the basis for Delaware' assertion of personal jurisdiction over controlling stockholders. I noted that there is no "deemed consent" statute for controlling stockholders as there is for directors and...more
In response to a Federal Emergency Management Agency (FEMA) declaration on the Los Angeles wildfires, the IRS on Jan. 10, 2025, issued a news release, IR-2025-10, which postpones certain tax-filing and tax-payment deadlines...more