Posts by Reden | Riddell
Shareholder Derivative Actions Under California Corporations Code
Under California Corporations Code §800, a shareholder may sue on the corporation’s behalf to redress wrongs committed against it—but strict demand, verification, and security-for-costs requirements must be satisfied at the outset or the suit will be dismissed before reaching the merits.
Read MoreWhen Your Leased Equipment Fails—and You’ve Already Lost Your Legal Rights
Once you accept delivery of leased goods in California, the damage formula locks in and the clock starts on your obligation to give written notice—miss either requirement and your warranty claim evaporates even as the lease payments keep coming.
Read MoreFinance Leases Under Article 2A: The Hell-or-High-Water Rule
In a finance lease under Article 2A, the lessee’s payment obligation becomes irrevocable upon acceptance of the goods—the lessee cannot withhold rent based on the supplier’s breach, making a finance lease obligation function like an unconditional promissory note.
Read MoreThe UCC “Dispute Flag” That Doesn’t Actually Remove the Lien
Filing an Information Statement tells the world you disagree with a financing statement — but the lien stays put, your credit is still encumbered, and your next deal can still blow up.
Read MorePurchase Money Security Interests: Superpriority Rules Under Article 9
A PMSI gives sellers and purchase-money lenders superpriority over prior-perfected security interests—but only if strict timing and notification requirements are met at closing, before the collateral reaches the debtor.
Read MoreThe Default 50/50 That Blindsides California Partners
California defaults to equal profit and loss sharing in general partnerships when partners don’t document a different arrangement — regardless of capital contributed or hours worked.
Read MorePartner Fiduciary Duties in California General Partnerships: Loyalty, Care, and the Limits of Agreement
Every general partner owes a statutory duty of loyalty and duty of care to the partnership and co-partners under California’s RUPA—these duties cannot be eliminated by agreement, though the partnership agreement may restrict their scope within statutory limits.
Read MoreYour “Franchise Consultant” Is Paid by the Seller—Federal Law Doesn’t Require Them to Tell You
When the FTC updated its Franchise Rule in 2007, it quietly eliminated required broker disclosures—leaving the franchisor legally exposed for everything the broker says during the sale.
Read MoreThe Approval You Skipped: How One Director’s Undisclosed Stake Can Void Millions in Company Contracts
When a board member has a personal stake in a company deal, California law requires specific approval steps — skip them and the entire transaction can be voided, years later, no matter how fair the price was.
Read MoreThe Charging Order: Exclusive Creditor Remedy Against a California LP Interest
Under California’s Uniform Limited Partnership Act, a judgment creditor of a limited partner cannot seize or attach the LP interest directly—the charging order is the exclusive remedy, and it grants only the right to receive distributions if and when they are made, with no management rights and a potential phantom income trap for the unwary creditor.
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