LLC Managers: No Immunity for Bad Faith Conduct
Under the “default” rules of most limited liability company laws, including California’s Revised Uniform Limited Liability Company Act, LLC managers owe fiduciary duties to the LLC…
Cannabis LLCs Are Not All “Peace and Love”
Limited liability companies (LLCs) are a popular modern form of business entity celebrated for their ease of implementation and informality. Despite the enactment of uniform legislation…
Removing an LLC’s Manager — It’s Complicated
One of the hot button issues frequently leading to litigation in “The LLC Jungle” is the removal of an LLC’s manager. Thoughtfully drafted LLC Operating Agreements…
Why Having “Co-Managers” for Your LLC is a Terrible Idea
The trend in most real estate-related LLCs is to have a single appointed manager. Under the LLC’s operating agreement, the manager typically has authority to make…
Why LLC Managers Should Take Member “Books and Records” Requests Seriously
Under California’s Revised Limited Liability Company Act (“RULLCA”), LLC participants have substantial freedom to structure their relationship in a customized manner under their governing operating agreement. …
Think Carefully Before Forming an “Out of State” LLC
Many California-based LLC managers and members are lured by the potential benefits of forming the LLC under the laws of a jurisdiction outside of California. Delaware…
Dissolving an LLC when its Purpose Fails
Most LLC Operating Agreements contain a provision describing the “purpose” of the business. These “purpose statements” can be extremely broad and open-ended, parroting the boilerplate language…
LLC Managerial Authority and Dealings with Third Parties
One of the recurring issues I see in my litigation practice is LLC managers engaging in “questionable conduct” with third parties — outsiders to the LLC.…
Does an LLC Manager’s “Sole Discretion” Eliminate the Implied Covenant of Good Faith and Fair Dealing?
It is no secret that LLC managers enjoy a lot of discretion regarding how they operate the LLC. Members of the LLC often find it difficult…
“Retaliatory Amendment” of an LLC Operating Agreement
LLCs are celebrated for allowing business partners to freely define their relationship by contract — i.e., the LLC operating agreement. The operating agreement generally covers all…