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.…
“Reverse Triangular Merger” Doesn’t Transfer Title to Entity’s Real Property
A recent LLC Jungle blog post covered the impact of “conversion” from a different form of entity to an LLC — generally, the entity’s rights and…
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…
Conversion to an LLC from Another Entity — What Rights and Liabilities Change?
Not much, really. While the entity’s form and structure morph to an LLC, the rights and liabilities of the entity are generally unaffected. Under California’s statutes…
“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…
LLC Distributions, Charging Orders, and Manager Fiduciary Duties
There are not many published California Court of Appeal opinions providing guidance for LLC managers and members. That’s why it’s an “LLC Jungle” out there. While…
Top LLC Articles and Wisdom from the Money and Dirt Blog
The LLC Jungle blog is kicking off with a look back at the top LLC-related posts from its companion blog, Money and Dirt. The “Seven Critical…
The LLC Jungle Blog is Coming!
The LLC Jungle blog is coming in October 2018! The blog will cover developments in California law governing limited liability companies — the increasingly popular form…