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Tag Archives: corporate

CLIENT ALERT! – California Business Organizations – Changes in the Law


Did you know?

On January 1, 2014, California corporate and LLC laws are changing. The new rules may require that existing companies update their governing documents to ensure that their operations are not affected by these changes.

New LLC Act

The most significant change is implementation of a new LLC Act. The new act, known as the Revised Uniform Limited Liability Company Act (“RULLCA”), replaces California’s existing Beverly-Killea Limited Liability Company Act and includes a number of improvements to the law. However, some of the default rules in the new law vary significantly from the old default rules. As a result, existing LLCs may see their existing operational arrangements restructured unintentionally.

Limits on Manager Authority?

For example, under the new default rules, manager-managed LLC's may see significant limits on the manager's authority to act without a vote or consent of all members, before engaging in certain transactions. Other default rules can result in members losing voting and other rights upon the occurrence of certain dissociation events, such as a member's bankruptcy, or termination of a trust.

In most cases, the company's Operating Agreement governs things, and can supersede the law's default provisions. But, since the new default rules didn't exist when those documents were drafted, their language may fail to clearly express intent to supersede the default rules.

What you should do.

So, I am urging my clients who have formed California LLCs to consult with counsel as soon as possible. Ideally, prior to January 1st. We can review existing operating agreements, identify inconsistent provisions, and take the necessary actions to update your Operating Agreement to avoid problems.

Call me today to consult on this important issue!

When the corporate shield… isn’t one.

No shield

New York Case holds film producer liable despite corporate shield.

Earlier this year, a New York Court issued a ruling  against a film producer that's troubling not just for the losing defendant,  but provides a cautionary tale for countless others who do business relying on their small, undercapitalized corporations and LLCs to protect them if things go awry.

In Carlone v. The Lion & The Bull Films, Inc., the Southern District Court of New York  “pierced the corporate veil” of the defendant company.  The Plaintiff, it seems had provided a loan of $115,000 toward the budget of a motion picture, and when the production company failed to repay the loan as promised, Plaintiff sued…  not just the company, but also its principal.

What went wrong

Here's what went wrong for the man behind the company.  The  corporation was thinly capitalized, having only a few dollars in the bank when formed, and no other assets.  It hadn't conducted any business other than the financing deal for the film, nor did it have a separate corporate headquarters, instead operating out of the producer's home.    Additionally, the company hadn't conducted itself according to the usual corporate formalities, holding no formal board meetings, keeping no minutes,  etc.

So, the Court essentially treated the company as a sham, (as the producer's “alter ego”)  and held the producer personally liable for the company's failure to pay back the loan.


The takeaway from this?    Merely having the company isn't enough to ensure that the corporation protects its owners from liability.  Each State's law is a little bit different, but the principles behind this doctrine of “piercing the corporate veil” are well established.  Corporations need to be properly capitalized, observe formalities, and to treat business with the proper solemnity.  Shareholders and Directors must take pains to avoid the inference that the company is being used for personal purposes.

The entertainment industry is tricky enough without troubles like those encountered by the defendant in this case.  If you're operating your business as a corporation or LLC, it's wise to make sure the protection you think you have is actually there.  Consulting an attorney familiar with corporate and business law will help you ensure you're doing things right.

I can help.  For a modest fee, I'll take a look at your corporate structure, history, and operations, and help you determine the best way to protect your company.  Consider it a “checkup” for your company's legal health.

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