The spectrum of LLC manager conduct that potentially constitutes an actionable breach of fiduciary duty is broad and varied, and the claims are almost always resolved…
The LLC Jungle has frequently posted on a common battleground issue in LLC litigation: authority to act for the LLC. (See here for a few posts…
California’s “parol evidence rule” codified in Code of Civil Procedure section 1856 and Civil Code section 1625 provides that when parties enter an integrated written agreement,…
The right to contractual attorney fees for parties “prevailing” in litigation is covered by a deep body of case law. So is the concept of rescission…
As a safeguard against frivolous derivative lawsuits brought “on behalf of” an LLC, Corporations Code section 17709.02 allows a defendant to file a motion for an…
Under California Corporations Code section 17701.02(r), an LLC membership interest includes three components: a transferable interest (right to receive distributions in accordance with the operating agreement);…
A prior LLC Jungle post — An LLC’s Attorney Represents the LLC’s Members Too, Right? — covered the Sprengel v. Zyblut opinion, which confirmed the general rule…
Under the “internal affairs doctrine,” the laws of an LLC’s state of formation will usually govern matters concerning its internal affairs — i.e., matters peculiar to…
LLC litigation involves many complex issues, and it’s not always easy to allege a claim properly. Some cases never get out of the starting gate, with…
Among the important rights held by members of California LLCs is the right to file a lawsuit requesting a decree of judicial dissolution of the LLC. …