An LLC Is Not A Corporation (Again)
Professor Joshua Fershee continues to chide courts for "careless language related to limited liability companies (LLCs)". His post on the Business Law Prof Blog notes and quotes, but does not cite, a ruling from the Northern District of Illinois - Clayborn v. Walter Inv. Mgmt. Corp., 2019 U.S. Dist. LEXIS 34707. Recently, I came across another ruling from the same district that also conflates corporations and LLCs:
"In support of its operation of law argument, TheBrain LP cites California Corporations Code section 17707.05. Section 17707.05 states that when a corporation becomes dissolved, any assets that remain after creditors have been paid "shall be distributed among the members according to their respective rights." See Cal. Corp. Code, § 17707.05."
Thebrain Techs. LP v. Anylogic N. Am., LLC, 2019 U.S. Dist. LEXIS 33692. California lawyers should recognize that Section 17707.05 concerns the dissolution of an LLC under California's Revised Uniform Limited Liability Company Act.