What’s in Your Operating Agreement? Legal Tips for Healthcare Providers
Nonprofit Quick Tips: State Filings in Alabama and Arkansas
Avoiding a Bored Board
Compliance Tip of the Day: Rethinking Corporate AI Governance Through Design Intelligence
Daily Compliance News: July 21, 2025, The More Reasons Not to Go to China Edition
10 For 10: Top Compliance Stories For the Week Ending July 19, 2025
Compliance Tip of the Day: COSO Governance Framework - Part 5, People
Compliance Tip of the Day: COSO Governance Framework: Part 4, Culture
Daily Compliance News: July 17, 2025, The COSO Yanked Edition
Compliance Tip of the Day: COSO Governance Framework: Part 2, Oversight
Compliance Tip of the Day: COSO Governance Framework: Part 1, Introduction
Daily Compliance News: July 14, 2025, The Secret Business Sauce-Reading Edition
Episode 377 -- Refocusing Due Diligence on Cartels and TCOs
10 For 10: Top Compliance Stories For the Week Ending, July 12, 2025
Daily Compliance News: July 11, 2025, The What is a COI Edition
Treating Compliance Like an Asset
Five Tips for a New Public Company Director
Compliance Tip of the Day: Assessing Internal Controls
Compliance Tip of the Day: COSO Objective 5 – Monitoring Activities
Compliance Tip of the Day: COSO Objective 4 - Control Information and Communication
A prior post — Statutory LLC Buyouts – “Fair Value” vs. “Fair Market Value” — covered an unpublished opinion filed in 2021 addressing the difference between the statutory buyout processes governing California corporations and...more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In yesterday's post, I discussed the Court of Appeal's unpublished opinion in Milks v. Affirmed Techs., LLC, 2024 WL 1502944 (Cal.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
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
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
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
I recently came across and was baffled by the following decision...more
Section 1601 of the California Corporations Code grants any shareholder the right to inspect the accounting books, records, and minutes of board and shareholder meetings for a purpose reasonably related to the shareholder's...more
Cal. Serv. Emples. Health & Welfare Trust Fund v. Greenbox Servs. LLC, 2021 U.S. Dist. LEXIS 93477 involved a plaintiff's attempt to serve a limited liability company. After thrice failing to serve personally the LLC's...more
This year there were a number of significant legislative changes to the Virginia Stock Corporation Act (“VSCA”) and the Virginia Limited Liability Company Act. Part I discusses certain statutory changes related to Virginia...more