R|R Insights
Finance 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.
Read MoreThe LLC Governance Election: Member-Managed vs. Manager-Managed Under California Law
California LLCs default to member management, giving every member agency authority to bind the entity—a structure that works for active partnerships but creates coordination failures and liability exposure in entities with passive investors or outside equity. The choice of governance model also determines who owes fiduciary duties to whom and what the operating agreement must address at formation.
Read MoreThe Meeting Notice You Skipped Can Void Your Board Election—and Unravel Every Decision That Followed
California law requires precise written notice for every shareholder meeting. Send it too late, leave out the wrong detail, or rely on a defective waiver—and the votes taken at that meeting may be legally void.
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