R|R Insights
True Lease or Disguised Security Interest? The Article 2A Threshold Test
Whether a transaction labeled a “lease” is a true lease under Article 2A or a disguised security interest under Article 9 determines which body of law governs—and the distinction has major consequences for the lessee’s rights, the lessor’s remedies, and what happens in bankruptcy.
Read MoreControl Is King: The Filing Mistake That Costs Lenders Their Claim on Pledged Investment Accounts
Under California’s Article 9, who gets paid first from a pledged brokerage or securities account depends not on who filed first—but on who holds “control.”
Read MoreFiled Wrong, Secured Nothing: The UCC Financing Statement Trap Costing Lenders Millions
A single naming error or wrong-state filing can wipe out your secured status entirely — leaving you an unsecured creditor when your borrower defaults.
Read MoreMember Voting Rights and Consent Requirements in California LLCs
California’s LLC Act distinguishes between ordinary decisions approved by a majority of membership interests and fundamental changes that require unanimous member consent; the operating agreement can customize most thresholds, but certain protective rights belong to individual members and cannot be stripped without their agreement.
Read MoreJoint and Several Liability of Partners for Partnership Obligations
Under California’s Revised Uniform Partnership Act, every general partner is jointly and severally liable for all partnership obligations—creditors can pursue any partner for the full debt without first exhausting partnership assets, and a departing partner remains exposed for obligations incurred while they were a member of the firm.
Read MoreThe Franchise Agreement Checklist That Can Make or Break a $40 Million Deal
Skipping or botching key provisions in a franchise agreement doesn’t just create disputes — it triggers federal enforcement, voids entire deals, and exposes both franchisors and franchisees to seven-figure liability.
Read MoreOne Missed Notice Can Erase a Lender’s Entire Deficiency Claim
When a secured party violates Article 9’s procedural rules — even on a technicality — California courts can eliminate the right to collect a deficiency, and courts can now stop an improper sale before it even happens.
Read MoreShareholder Inspection Rights Under the California Corporations Code
California Corporations Code §1600 gives shareholders holding 5% or more of outstanding shares an unconditional right to inspect corporate books, records, and minutes—no proper-purpose justification required. Knowing how to enforce or defend against an inspection demand is essential corporate practice knowledge.
Read MoreYour LP Has One Partner With Unlimited Personal Liability—Is It You?
In every California limited partnership, the general partner stands fully exposed to every debt and lawsuit the fund or project can generate—whether or not they personally caused it.
Read MoreTermination and Non-Renewal Under the California Franchise Relations Act
California’s Franchise Relations Act prohibits termination without good cause and requires written notice with a cure opportunity — provisions in the franchise agreement purporting to waive these protections are void by statute.
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