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Corporations Code Operating Agreements

Patton Sullivan Brodehl LLP

The Perils of Buying Property from an LLC with Competing Claims to Managerial Authority

Prior LLC Jungle posts have addressed the tricky issue of LLC managerial authority in the context of the LLC’s dealings with third parties... As referenced in those posts, under Corporations Code section 17703.01, when an...more

Allen Matkins

What Happens When An LLC Member Dies?

Allen Matkins on

To every member of a limited liability company who is a natural person, death will come "soon or late".   The California Revised Uniform Limited Liability Company Act provides that an individual dissociates as a member when...more

Patton Sullivan Brodehl LLP

“Equitable Buyout” as a Remedy for LLC Wrongdoing?

In the world of LLCs, buyouts — where one member sells his/her membership interest to another member or the LLC itself — are commonplace. Buyouts generally fall into one of two categories: contractual — where the...more

Patton Sullivan Brodehl LLP

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 safe to assume that all disputes among the LLC’s members...more

Allen Matkins

The Limited Liability Company Agreement That Has No Name

Allen Matkins on

Practitioners under California’s Revised Uniform Limited Liability Company Act will be familiar with the concept of an “operating agreement” (Cal. Corp. Code § 17701.02(s)). Indeed, I expect that nearly every LLC formed...more

Allen Matkins

If It’s An LLC, Why Cite Corporate Law?

Allen Matkins on

I continue to be surprised when courts refer to state laws governing corporations when the subject entity is a limited liability company. A recent example of this confusion can be found in Piatelli Co. v. Chambers, 2014 U.S....more

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