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Partnerships Corporate Governance California

Allen Matkins

Does A General Partnership Terminate And Then Dissolve Or Dissolve And Then Terminate?

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In a recent unpublished opinion*, the Court of Appeal considered the question of partnership termination under the California Revised Uniform Partnership Act. Wickline v. Schweder, 2023 WL 6155353 (Cal. Ct. App. Sept. 21,...more

Allen Matkins

When The Band Breaks Up

Allen Matkins on

Last May, Andy Greene wrote an article for RollingStone magazine about the "the biggest, messiest band breakups in music history".  In the introducing his list of the 50 worst breakups, Mr. Greene observed...more

Allen Matkins

May A Joint Venturer Withdraw From A Joint Venture In Order To Pursue A Joint Venture Opportunity?

Allen Matkins on

California's Uniform Partnership Act of 1994 provides that a partner has a duty to refrain from competing with the partnership in the conduct of the partnership business "before the dissolution of the partnership".  Cal....more

Patton Sullivan Brodehl LLP

The “DAO Jungle” Chronicles: Federal Court Allows DAO to be Sued as a Partnership

In a prior post — The DAO Jungle? — we recapped the State of Wyoming’s new legislation extending LLC protections to Decentralized Autonomous Organizations (DAOs). Under that Wyoming law, a DAO could register as a LLC and its...more

Allen Matkins

California Bill Would Create Decentralized Nonprofit Association Law

Allen Matkins on

As discussed in this recent post, Judge Larry Alan Burns recently ruled that the plaintiffs in class action had adequately pled that a distributed autonomous organization (DAO) was a partnership under California law.  Sarcuni...more

Allen Matkins

Did The Ninth Circuit Find That Intent Matters In Determining Whether A Partnership Had Been Formed?

Allen Matkins on

Earlier this week, I wrote about a recent article by Professor Douglas K. Moll that argues that treating contractual disclaimers of partnership as dispositive is inconsistent with modern statutes, including the Revised...more

Allen Matkins

Filing Statements Of Denial

Allen Matkins on

The California Uniform Partnership Act of 1994 permits, but does not require, a general partnership to file a statement of partnership authority with the California Secretary of State's Office.   Cal. Corp. Code § 16303. ...more

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