California and Delaware LLCs are Not the Same
Most LLC members don’t give serious thought to the jurisdiction in which their LLC is formed. The general perception is that a California LLC will incur…
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…
Rescission of an LLC Deal and the Attorney Fee Award Aftermath
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…
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…
Operating Agreement Cannot Waive Member Right to Seek Judicial Dissolution of LLC
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. …
Another LLC Attorney Disqualified Due to “Conflict of Authority”
A prior LLC Jungle post covered the Court of Appeal’s seminal opinion in the Jarvis v. Jarvis case here: Why Having “Co-Managers” for Your LLC is a Terrible…
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…
The “Business Judgment Rule” Applies in LLCs Too
Corporate directors have long relied on the “business judgment rule,” under which their decisions are presumed to have been made “on an informed basis, in good…