Episode 4: John Cunningham Interview on Avoiding LLC Deadlock
The California Revised Uniform Limited Liability Company Act defines "person" to mean, among other things a "trust, a trustee of a trust, including, but not limited to, a trust described under Division 9 (commencing with...more
Today's post continues my discussion of the Court of Appeal's holding in Han v. Hallberg, 2019 Cal. App. LEXIS 475 that a trust is a person that may be a partner under the California Uniform Partnership Act. As I noted...more
Under California’s Revised Limited Liability Company Act (“RULLCA”), LLC participants have substantial freedom to structure their relationship in a customized manner under their governing operating agreement. But one of the...more
Most LLC Operating Agreements contain a provision describing the “purpose” of the business. These “purpose statements” can be extremely broad and open-ended, parroting the boilerplate language required to be present in the...more
Does your operating agreement reflect your intentions? New Jersey’s Revised Uniform Limited Liability Company Act (the “RULLCA”) became effective on March 18, 2013. As noted in a post we authored in 2014, although initially...more
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
One of the features of the Revised Uniform Limited Liability Company Act (RULLCA) that has been adopted in Minnesota and many other states is that it allows for an LLC to expel a member by judicial order under certain...more
Monday, I wrote about Kennedy v. Kennedy, 2015 Cal. App. LEXIS 329 (Apr. 20, 2015). That post discussed the Court of Appeal’s holding that under the General Corporation Law the dismissal of a cause of action for involuntary...more
When creating a limited liability company (“LLC”), members are often so concerned with getting the company established–and anticipating problems that may arise with third parties, be it suppliers or customers–that they fail...more
On January 1, 2014, a new law governing limited liability companies (“LLCs”) went into effect in California. The California Revised Uniform Limited Liability Company Act (“RULLCA”)1 superseded in its entirety the prior...more
A new California law governing limited liability companies became effective as of January 1, 2014. The California Revised Uniform Limited Liability Company Act (RULLCA) makes significant changes in the rights and...more