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Limited Liability Company (LLC) Corporate Dissolution Corporations Code

Ervin Cohen & Jessup LLP

New Case Demonstrates How Tricky Dissolving a 50%-50% Owned California Limited Liability Company Can Be

Ervin Cohen & Jessup LLP on

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

Allen Matkins

Court Finds Nevada Corporate Law To Be No Bar To Alter Ego Claim

Allen Matkins on

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

Allen Matkins

Legislator Proposes Limited Immortality For California LLCs

Allen Matkins on

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

Allen Matkins

An LLC Is Not A Corporation (Again)

Allen Matkins on

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

Allen Matkins

Court Presumes LLC Statute Applies Retroactively But Declines To Allow Retroactive Application

Allen Matkins on

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

Allen Matkins

CARULLCA Amendment Purporting To Eliminate Surprise May Do The Opposite

Allen Matkins on

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 As originally enacted, the law was rife with technical errors.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

Allen Matkins

Court Rules Attorney-Client Privilege Ceases To Exist When Corporation Ceases To Exist Without Successor

Allen Matkins on

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

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