Category Archives: General

California’s Revised LLC Law: Failure to Check Operating Agreements Can Result In Costly Disputes

On January 1st, 2014, significant revisions to California’s limited liability company law came into effect. Some of the more impactful changes relate to the “default” rules applied to LLCs, their members, and their managers when the LLC operating agreement is silent on an issue or if the intent of the parties cannot otherwise be determined. These revisions can lead to potential conflict between LLC members who are relying on the old default rules to define their rights and obligations and...

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California’s “Business Judgment Rule” Won’t Save Corporate Officers From Negligence Claims

Business is all about making decisions. Strategic, operational, or otherwise, the choices made by a company’s directors and officers can mean the difference between an enterprise that dominates a market or one that becomes an example of poor management and bad judgment.   But bad judgment in business happens, and California, like most other states, has laws that serve to insulate corporate directors from liability for reasonable business decisions simply because the results of that decision were less than stellar.  However, this...

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