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Allen Matkins

Is There A Contemporaneous Membership Requirement For LLC Inspections?

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The Nevada Limited Liability Company Act provides “a manager” of a limited liability company “shall promptly deliver . . . a copy of the information required to be maintained by paragraphs (1), (2), and (4) of subdivision (d)...more

Allen Matkins

If You Agree That Stock Issuance Was Not "Compensation, Salary, Or Income", You May Want To Think Carefully Before Issuing A Form...

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Ten years ago, Hovik Nazaryan sued Femtometrix, Inc. claiming that the company had issued shares to him than it had promised.  The parties settled the lawsuit.  The settlement agreement provided that the stock issued to Mr....more

Allen Matkins

Personal Jurisdiction Matters

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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

Patton Sullivan Brodehl LLP

“Business Judgment Rule” Applies to HOAs

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California’s common law “business judgment rule,” as described by the courts, protects from court intervention “those management decisions which are made by directors in good faith in what the directors believe is the...more

Patton Sullivan Brodehl LLP

No Prejudgment Interest on Statutory Corporate Share Buyout

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Most forms of California business entities have statutory buyout procedures allowing the company or its owners to avoid claims by a disgruntled owner for judicial dissolution by purchasing the disgruntled owner’s interest....more

Sheppard Mullin Richter & Hampton LLP

California Court of Appeal Holds that a Corporation’s Direct Cause of Action for Breach of Fiduciary Duty is Legal Rather than...

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In ZF Micro Solutions, Inc. v. TAT Capital Partners, Ltd., 2022 WL 4090879 (Cal. App. Aug. 8, 2022), the Fourth Appellate District of the California Court of Appeal decided, as a matter of first impression, that a...more

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