November 19, 2019

November 19, 2019

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November 18, 2019

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CARULLCA Transition Issues Left Unaddressed In Recent Decision

Hillsborough Dev. Co., LLC v. Annen Case No. D074818 (Cal. Ct. App. Aug. 9, 2019) involved a disputed removal of an LLC's manager by a majority of the members.  The LLC agreement was silent on how the manager could be removed and the parties did not agree on how the California Revised Uniform Limited Liability Company Act should be applied.  However, neither the parties or the Court of Appeal apparently considered whether the CARULLCA was applicable.

The Court's opinion notes that the LLC was formed in 1994 pursuant to the Beverly-Killea Limited Liability Company Act.  After noting the repeal and replacement of the Beverly-Killea Act with the CARULLCA in 2012, the Court proceeds to parse the parties' positions under the CARULLCA without any consideration of either the transition provisions with CARULLCA or the constitutionality of applying the CARULLCA to LLCs formed under the Beverly-Killea Act (See The Shades Of Samson Occum, Daniel Webster And John Marshall Haunt New LLC Act Bill).  Of course, the parties may not have contested these issues and if they had, the Court may have concluded that the CARULLCA should be applied.  However, the lack of any explanation as to why the CARULLCA is applicable may lead some to believe that no issues exist.

The opinion is not published and under Rule  8.1115(b) of the California Rules of Court, parties may not cite or rely on opinions not certified for publication or ordered published, except as specified in that rule.

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About this Author

Keith Paul Bishop, Corporate Transactions Lawyer, finance securities attorney, Allen Matkins Law Firm
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Keith Paul Bishop is a partner in Allen Matkins' Corporate and Securities practice group, and works out of the Orange County office. He represents clients in a wide range of corporate transactions, including public and private securities offerings of debt and equity, mergers and acquisitions, proxy contests and tender offers, corporate governance matters and federal and state securities laws (including the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Act), investment adviser, financial services regulation, and California administrative law. He regularly advises clients...

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