Statutory LLC Buyouts — “Fair Value” vs. “Fair Market Value”
Under section 17707.03 of California’s Revised Uniform Limited Liability Company Act, when a member sues the other members for dissolution of the LLC, the other members…
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…
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…
A Podcast Guest Appearance — Navigating The LLC Jungle
A huge THANK YOU to Ryan Lockhart — an excellent tax and estate planning attorney and podcast host at the McKenna Brink Signorotti LLP law firm…
Determining Membership in an LLC: sometimes it’s not as easy as it should be
LLC membership interests are usually straightforward and can determined by simply reviewing the LLC’s operating agreement. The operating agreement typically lists the members. Sometimes the operating…
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…
Can Derivative Claims be Pursued for a Dissolved or Cancelled LLC?
Today’s post focuses on a thorny issue arising from the LLC Jungle — can derivative claims be pursued on behalf of a dissolved or cancelled LLC?…
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 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. …
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…