R|R Insights
Termination 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.
Read MoreThe Filing That Can Make or Break Your Secured Loan
When a lender extends credit secured by your business assets, one document determines whether that security is legally real. Recent cases — including a $2.7 million security interest voided by the Ninth Circuit — show the stakes. Here’s what every founder, CFO, and investor needs to understand about UCC filings.
Read MoreFormation of a California Limited Partnership: The Certificate Requirement
A California limited partnership exists only after a certificate is filed with the Secretary of State—persons who operate as an LP before that filing face personal general-partner liability for all partnership obligations.
Read MorePerfection of Security Interests: Filing, Possession, and Control
Perfection determines priority against third parties and a bankruptcy trustee—choose the right method for each collateral type at origination, because the wrong method leaves the secured party unsecured against the world.
Read MoreDirector Duties and the Business Judgment Rule in California
California’s business judgment rule protects directors who act in good faith and on an informed basis—but the protection is lost entirely when a director has a conflict of interest, fails to inform themselves, or acts in bad faith.
Read MoreMember Dissociation from a California LLC
A member’s dissociation from a California LLC does not automatically dissolve the entity—but it triggers buyout rights and fiduciary duty questions that every operating agreement should address in advance.
Read MorePartners as Agent of the Partnership
Every general partner is a full statutory agent of the firm for ordinary-course transactions, so managing partnership risk means managing partner authority through written agreements, filed statements, and clear internal governance — because a partner’s signature in the ordinary course binds the partnership regardless of what the partnership agreement says internally, if the third party didn’t know.
Read MoreCreation and Attachment of Security Interests: An Overview
Attachment is the foundation of every Article 9 security interest—confirm all three statutory conditions are satisfied at closing, or the security interest never comes into legal existence.
Read MoreStatute of Frauds for Personal Property Leases Under Article 2A
The Article 2A statute of frauds requires a signed writing for leases totaling $1,000 or more—but delivery and acceptance of goods creates enforceability without any writing for the portion performed.
Read MoreContinuation of an LLC for Winding Up After Dissolution
Dissolution triggers winding up but not termination—the LLC continues to exist until winding up is complete, and managers retain limited authority to finalize the entity’s affairs.
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