Does an Operating Agreement’s Arbitration Clause Apply to a “Purported” LLC Member?
If an LLC’s Operating Agreement contains a sufficiently broad arbitration clause, most disputes raised by the LLC’s members relating to the LLC will be sent to…
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…
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…
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 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…
The DAO Jungle?
A DAO is a Decentralized Autonomous Organization. It’s a blockchain thing. How do DAOs relate to LLCs? And why are DAOs the subject of this post…
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…
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…