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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 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 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 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 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.
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