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California › Fiduciary Duty › Limited Liability Company (LLC)

Stradling Yocca Carlson & Rauth

California Business Divorce: You Might Have to Get a Business Divorce in Delaware Without a Jury

Stradling Yocca Carlson & Rauth on

If your company documents require disputes to be litigated in the Delaware Court of Chancery, you may have to resolve your business divorce without a jury trial, even if California law would otherwise guarantee one....more

Weintraub Tobin

Navigating Business Interests as a Fiduciary in California

Weintraub Tobin on

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

Patton Sullivan Brodehl LLP

LLCs Can Assert Offensive Claims Against Members

Patton Sullivan Brodehl LLP on

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

Allen Matkins

Does Personal Animosity Vitiate The Business Judgment Rule?

Allen Matkins on

Under the business judgment rule, "a director is not liable for a mistaken business judgment which is made in good faith and in what he or she believes to be in the best interest of the corporation, where no conflict of...more

Allen Matkins

California Court Opines On Fiduciary Duties Of LLC Members And Covenants Not To Compete

Allen Matkins on

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

Allen Matkins

Court Holds Internal Affairs Doctrine Typically Covers Breach Of Fiduciary Claims Despite No Averment Of Fiduciary Duty

Allen Matkins on

California's Revised Uniform Limited Liability Company Act provides "The law of the state . . . under which a foreign limited liability company is formed governs all of the following: The organization of the limited liability...more

Patton Sullivan Brodehl LLP

LLC Member Acting for LLC Without Authority Is Not “Protected Activity” Under California’s Anti-SLAPP Statute

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California’s anti-SLAPP statute (Code of Civil Procedure section 425.16) aims to protect defendants from meritless lawsuits designed to chill “protected activity” — i.e., the exercise of rights of petition (litigation) or...more

Stradling Yocca Carlson & Rauth

California Business Divorce: Corporate Opportunity Usurpation and Best Practices to Avoid it in Your California LLC

Stradling Yocca Carlson & Rauth on

Going into business with someone requires a high level of trust. For a business to thrive, business partners must be loyal to the business and each other. As in a marriage, when a partner in a business is disloyal, things...more

Patton Sullivan Brodehl LLP

LLC and Partnership Authority “Safe Harbors”

Patton Sullivan Brodehl LLP on

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

Patton Sullivan Brodehl LLP

Diversion of LLC Funds Is Not “Protected Activity” Under California’s Anti-SLAPP Statute

Patton Sullivan Brodehl LLP on

California’s anti-SLAPP statute (Code of Civil Procedure section 425.16) aims to protect defendants from meritless lawsuits designed to chill “protected activity” — i.e., the exercise of rights of petition or free speech on...more

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