Nonprofit Quick Tip: State Filings in Mississippi and Georgia
10 For 10: Top Compliance Stories For the Week Ending August 23, 2025
Data Driven Compliance: The Failure to Prevent Fraud Offense: Insights for US General Counsels with Mike DeBernardis
Culture Crafters: Building a Culture of Accountability in the Face of Disasters
Operationalizing Trust at Scale: Evolving Compliance: Neta Meidav on the Diligent Acquisition and AI Integration
Innovation in Compliance: Gaurav Kapoor on Risk Management and the Role of AI in GRC
FCPA Compliance Report: Accountability in Times of Crisis: A Conversation with Tom Fox and Sam Silverstein
Sunday Book Review: August 17, 2025, The More Books from the Ethicsverse Library Edition
Compliance Tip of the Day: How a CFO Views Compliance and Risk
Data Driven Compliance – James Tillen on the Importance of Cross-Functional Collaboration in Complying with the FTPF Offense
2 Gurus Talk Compliance: Episode 57 — The Tom on His Highhorse Edition
AI Today in 5: August 15, 2025, The AI as Boss Episode
What to Do When Leadership Doesn’t Take Compliance Seriously
Daily Compliance News: August 14, 2025 The End of Dial Up Edition
Compliance Tip of the Day: Finance Models for Compliance
Compliance Tip of the Day - Extending Compliance Value Across Your Organization
Daily Compliance News: August 11, 2025, The Boss Doesn’t Work Edition
Compliance Tip of the Day: Design - Centric Internal Controls
Adventures in Compliance: The Novels - The Valley of Fear, Sherlock Holmes’ Investigative Techniques for Today’s Challenges
FCPA Compliance Report - Episode 770 - Integrating ESG in Global Outsourcing: Insights from Inge Zwick
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
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
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
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
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
My last several posts have discussed the current debate on the phenomenon referred to as "DExit", which refers to Delaware corporations that choose to reincorporate in other states. In a recent article, Professor Bainbridge...more
In February of this year, California Assembly Member Jesse Gabriel introduced a bill making certain technical, nonsubstantive changes to a provision of the Penal Code concerning the removal of prison inmates for court...more
Last month, California State Senator Monique Limón introduced a bill, SB 1168, that would endow the California Secretary of State with the power to cancel the articles of a domestic corporation or the filing of a statement...more
In a recent unpublished opinion*, the Court of Appeal considered the question of partnership termination under the California Revised Uniform Partnership Act. Wickline v. Schweder, 2023 WL 6155353 (Cal. Ct. App. Sept. 21,...more
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
California's Uniform Partnership Act of 1994 provides that a partner has a duty to refrain from competing with the partnership in the conduct of the partnership business "before the dissolution of the partnership". Cal....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 authorizes the conversion of a California limited liability company into an "other business entity", a "foreign other business entity", or a "foreign limited...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