Can a Statutory Buyout be Dodged by Dismissal?
The statutory right to judicial dissolution in California comes with a hook — the defendants can avoid dissolution by exercising a “buyout” procedure. This is true…
Who Runs This LLC?
Under California law, LLCs can either be managed by all of the members (member-managed) or by a designated manager (manager-managed). Manager-managed LLCs are more common for…
Conspiracy and Aiding & Abetting: Non-Manager Liability for Breach of LLC Fiduciary Duties
LLC managers owe fiduciary duties of loyalty, care, and good faith and fair dealing to both the LLC and the LLC’s members. (Corp Code §17704.09.) One…
Portrait of a Mangled Business Divorce
Business divorce can be messy, as reflected by many of the cases covered here at The LLC Jungle. Two issues that frequently arise during the dissolution…
LLC Operating Agreements Can Reduce Fiduciary Duties
LLC managers owe fiduciary duties both to the LLC and to the LLC’s members, similar to the duties owed by a partner to other partners in…
A Curb on LLC Form Filing Shenanigans?
In California, all LLCs are required to periodically file a Statement of Information with the Secretary of State. The Statement of Information is posted to the…
LLC Membership Interests Are “Personal Property”
When LLC membership interests suffer harm at the hands of wrongful conduct by another member or the LLC’s manager, the litigation claims are usually based on…
A Receiver For Your LLC?
LLC disputes frequently lead to the court’s appointment of a receiver under California Code of Civil Procedure section 564. The receiver effectively steps into the shoes…
LLC Derivative Claims — Sometimes It’s “Now or Never”
One substantial LLC membership right in California (and most other states) is the ability of members to file a “derivative” lawsuit. If the LLC has suffered…
Does an Arbitration Clause Apply to Your LLC Dispute?
Suppose your LLC’s operating agreement contains a typical clause requiring all disputes to be resolved in binding arbitration instead of the court system. Is it then…