More on the “Continuous Ownership” Requirement for LLC Derivative Claim Standing
If an LLC has been harmed but the LLC’s management fails to act to pursue a remedy, a member of the LLC can file a derivative…
Bankruptcy Stay Prevents Removal of Limited Partnership’s General Partner
Under California’s Uniform Limited Partnership Act, a general partner’s bankruptcy filing causes the general partner’s automatic dissociation from the limited partnership and termination of management rights. …
LLC Manager Causing the LLC to Pay Its Debt to a Related Entity is Not a Breach of Fiduciary Duty
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…
Sham LLC Election Leads to Standing Defect and Vacation of $20 Million Judgment
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…
Lost Motion for Bond at Outset of Derivative Case Does Not Preclude Later Award of Prevailing Party Costs
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…
The Sometimes Fuzzy Line Between Representing an LLC and its Members
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…
Can a California Court Order Managerial Removal for a Delaware LLC?
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…
A Poke Bowl Full of Breached LLC Duties
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…
What if an LLC’s Books and Records Contain Trade Secrets?
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…
You Come at the LLC Manager, You Best Not Miss
In a popular TV series (The Wire), a well-known quote is: “You come at the king, you best not miss.” The idea is that if you’re…