LLC Members May Ratify Prior Defective Actions
Actions taken within business entities are sometimes deemed invalid due to procedural defects. For corporations, section 119 of the Corporations Code establishes a clear procedure by…
Can an LLC Member be Forced to Contribute to the LLC’s Debts?
Members of an LLC are required to pitch in equally for the LLC’s expenses and debts, right? Generally, no. In a recent unpublished opinion filed by…
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…
LLC Operating Agreements Can Reduce Fiduciary Duties
LLC managers owe fiduciary duties both to the LLC and to the LLC’s members, similar to the duties owed by a partner to other partners in…
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…
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…
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.…
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…