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The business judgment rule insulates directors from liability from bad decisions if certain conditions are met. A recent U.S. District Court opinion holds that the business judgment rule does not apply to corporate officers. Federal Deposit Insurance Corp. v. Perry…
Read MoreUnder the Moscone-Knox Professional Corporation Act, lawyers, physicians, and others engaged in occupations specified by the act may organize their practices as professional corporations. By reason of Chapter 381 of the Statutes of 2011, the Moscone-Knox Professional Corporation Act has…
Read MoreExisting law requires corporations and limited liability companies to file with the Secretary of State annual statements of information with specified information. To aid these entities in filing timely, the Secretary of State mails a notice to them three months…
Read MorePersons licensed to engage in the practice architecture, public accountancy, engineering, land surveying, or law may form a limited liability partnership to engage in those professions. A limited liability partnership is a general partnership that limits the liablity of the…
Read MoreIn Nicholas Laboratories, LLCÂ v. Chen (October 12, 2011) 11 C.D.O.S. 12769, the court decided that an employer was not obligated to indemnify its employee for expenses the employee incurred in successfully defending himself against employer’s lawsuit for breach of…
Read MoreIn Reilly v. Greenwald & Hoffman, LLP (2011) 196 Cal. App. 4th 891, the court held that a minority shareholder could not bring a derivative action against the corporation’s outside counsel for misrepresentation, malpractice, or breach of contract. In March…
Read MoreIn Zalkind v. Ceradyne, Inc. (2011) 194 Cal. App. 4th 1010, Ceradyne, Inc. (Ceradyne), entered into an asset purchase agreement (asset purchase agreement) with Stanley and Elizabeth Zalkind (the Zalkinds) and Quest Technology, LP (Quest), a limited partnership owned by…
Read MoreShaoxing County Huayue Import & Export v. Bhaumik In Shaoxing County Huayue Import & Export v. Bhaumik (2011) 191Cal.App. 4th 1189, a creditor of a bankrupt corporation sued in state court to recover payment from an individual based on an…
Read MoreKnowingly dealing with a thinly capitalized corporation and not asking for a guaranty will make it tough to pierce the corporate veil. This is illustrated by the case of Fusion Capital Fund II, LLC, v. Ham, 614 F.3d 698 (7th…
Read MoreIn Ahcom, Ltd. v. Smeding, 623 F.3d 1248 (9th Cir. 2010), the U.S. Court of Appeals for the Ninth Circuit decided the question whether a creditor of a corporation that is in bankruptcy has standing to pursue a claim against…
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