California Employment News: California Wage Compliance – Avoiding Legal Pitfalls
California Employment News: CA Local Minimum Wage Updates
(Podcast) California Employment News: CA Local Minimum Wage Updates
Adaptive Reuse: From Desks to Doorways
Law School Toolbox Podcast Episode 514: Listen and Learn -- Discovery (Civ Pro)
A Counterintuitive Approach to Winning Without Litigation: One-on-One with Haley Morrison
(Podcast) California Employment News: Creating the Report for a Workplace Investigation – Part 4 (Featured)
California Employment News: Creating the Report for a Workplace Investigation – Part 4 (Featured)
Law School Toolbox Podcast Episode 511: Listen and Learn -- Landlord/Tenant Law (Part 1)
From Permits to Penalties: A Deep Dive Into Coastal Development Law
California Employment News: Synthesizing Evidence in a Workplace Investigation – Part 3 (Featured)
Doc Fees Decoded: The Price of Paperwork in Auto Sales — Moving the Metal: The Auto Finance Podcast
(Podcast) California Employment News: Gathering Information in a Workplace Investigation – Part 2 (Featured)
California Employment News: Gathering Information in a Workplace Investigation – Part 2 (Featured)
Bar Exam Toolbox Podcast Episode 314: Listen and Learn -- False Imprisonment and Shopkeeper’s Privilege (Torts)
(Podcast) California Employment News: Starting a Workplace Investigation – Part 1 (Featured)
California Employment News: Starting a Workplace Investigation – Part 1 (Featured)
Feeling the Heat: Strategies to Keep Cool Under California's Consumers Legal Remedies Act — The Consumer Finance Podcast
The JustPod: Prosecutor-Initiated Resentencing: A Discussion with Hillary Blout
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
A prior post — Statutory LLC Buyouts – “Fair Value” vs. “Fair Market Value” — covered an unpublished opinion filed in 2021 addressing the difference between the statutory buyout processes governing California corporations and...more
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. ...more
California's version of the Revised Uniform Limited Liability Company Act provides that in the case of a member managed limited liability company provides...more
In yesterday's post, I discussed the Court of Appeal's unpublished opinion in Milks v. Affirmed Techs., LLC, 2024 WL 1502944 (Cal. Ct. App. Apr. 5, 2024), reh'g denied (Apr. 30, 2024). That case involved claims against a...more
California's Revised Uniform Limited Liability Company Act endows limited liability companies with a certain level immortality. Corporations Code Section 17707.06(a) provides...more
The California Corporations Code is a misnomer. While the Corporations Code does in fact govern corporations, it also governs a wide variety of unincorporated entities, including general partnerships, limited partnerships,...more
Yesterday, the Fourth District Court of Appeal issued a noteworthy opinion addressing at least two significant questions. Samuelian v. Life Generations Healthcare, LLC, 2024 WL 3878448....more
The California General Corporation Law is part of the California Corporations Code, but not every corporation incorporated in California is formed or governed by the General Corporation Law. In fact, the Corporations Code...more
In a recently published article, Professors Samantha J. Prince & Joshua P. Fershée focus on the propensity to conflate corporations with limited liability companies...more
Section 17707.08(c) of the California Corporations Code provides...more
To every member of a limited liability company who is a natural person, death will come "soon or late". The California Revised Uniform Limited Liability Company Act provides that an individual dissociates as a member when...more
When a California limited liability company files a certificate of cancellation its powers, rights, and privileges cease. Cal. Corp. Code § 17707.08(b)(2)(C). This seemingly would preclude any further activity by the LLC,...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
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
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
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
California’s statutes governing LLCs and general partnerships include “safe harbor” provisions making it easier for third parties to rely on the apparent authority of an LLC’s manager or a partnership’s partner. The statutes...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
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...more
Derivative actions by members of domestic or foreign limited liability companies are governed by Section 17709.02 of the California Corporations Code. That statutes provides that “no action shall be instituted or maintained...more
I recently came across Judge William Alsup's ruling in Carbon Crest, LLC v. Tencue Productions, LLC, 2022 U.S. Dist. LEXIS 66676. However, the first two sentences of the ruling left me baffled...more