Navigating Corporate Divorce With Michael Einbinder
Law Brief ®: Alan Gaynor and Richard Schoenstein Explore Business Divorce
Episode 17: Arbitrating Deadlock: A Conversation with Arbitrator Erica Garay
Episode 014: Business Divorce Stories: Business Appraiser Tony Cotrupe and Attorney Jeff Eilender
The California General Corporation Law provides that a California corporation that is dissolved continues to exist for the purpose of, among other things, defending actions against it. Cal. Corp. Code § 2010(a). This, of...more
Last summer, I noted that the California Secretary of State's form of certificate of cancellation for limited partnerships required the statement that upon filing a certificate of cancellation, a limited partnership's powers,...more
Friend of Camden, Inc. v. Brandt, 81 Cal. App. 5th 1054 (August 2, 2022) illustrates the trickiness of the law governing dissolutions for limited liability companies and buyout election rights for those opposing dissolution....more
Section 1800 of the California Corporations Code authorizes specified persons to file a complaint for involuntary dissolution of the corporation based on specified grounds. Section 2000 provides an "escape hatch" by which...more
The California Corporations Code governs the birth and death of a wide variety of entities, including corporations, limited partnerships, and limited liability companies. The provisions relating to each of these types of...more
My last several posts have for the most part concerned the liability of shareholders when a corporation voluntarily or involuntarily dissolves. Directors may also face liability under Section 316(a)(2) of the Corporations...more
A few weeks ago, I wrote about Judge Troy L. Nunley's holding that the limitations on distributions in Chapter 5 of the General Corporation Law do not apply to a corporation's repurchase of shares pursuant to Section 2000 of...more
Chapter 5 of the California General Corporation Law imposes certain limitations on a corporation's distributions to its shareholders. Section 166 of the Corporations Code defines "distribution to its shareholders" to include...more
Section 1800 of the California Corporations Code provides a procedure for the involuntary dissolution of a corporation. The process begins with the filing of a verified complaint, but only those persons listed in the statute...more
The gist of an alter ego claim is that that there is no separation between the corporation and its owners. As a result the distinct personality of the corporation may be disregarded and the shareholders held to account for...more
The California Revised Uniform Limited Liability Act originally provided that "A limited liability company that is dissolved nevertheless continues to exist for the purpose of winding up its affairs, prosecuting and defending...more
Professor Joshua Fershee continues to chide courts for "careless language related to limited liability companies (LLCs)". His post on the Business Law Prof Blog notes and quotes, but does not cite, a ruling from the Northern...more
Marlene Dietrich reportedly said "When you're dead, you're dead, thats it." At one time, that was true of limited liability companies formed under California's Revised Uniform Limited Liability Company Act. ...more
Readers will know that I’m no fan of California’s Revised Uniform Limited Liability Company Act (aka CARULLCA). As originally enacted, the law was rife with technical errors. As the legislature continues to tinker with the...more
The LLC May Well Be The Platypus Of Business Organizations - What happens to the attorney-client privilege when a corporation dissolves? Magistrate Judge Sallie Kim recently answered that question in Virtue Global...more
I don’t see that many cases involving California’s Cooperative Corporation Law and so I was interested in a recent ruling by Magistrate Judge Laurel Beeler in English & Sons, Inc. v. Straw Hat Rests., Inc., 2016 U.S. Dist....more
California Corporations Code Section 2011 provides that causes of action against a dissolved corporation, whether arising before or after dissolution, may be enforced against its shareholders if any of the assets of the...more
In this post published yesterday, UCLA Law Professor Stephen Bainbridge challenges the following statements attributed to Robert F. Kennedy Jr.: I do, however, believe that corporations which deliberately,...more