Pub. 2 Issue 1

10 11 www.glancda.org SPRING 2014 We are happy to announce Dustin Sichon, Nicole Evans, and Elvia Rocha have joined Ferruzzo & Ferruzzo, LLP However, only the manager must account to the company and hold as trustee for the company any property, profit, or benefit derived in the conduct of the activities of the company, includ- ing the appropriation of a company opportunity. And only the manager must refrain from dealing with the company as or on behalf of a party having an interest adverse to the company, and refrain from competing with the company in its activities. While the operating agreement may not eliminate the duty of loyalty, it may: 1. identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreason- able, and 2. specify the number or percentage of members that may au- thorize or ratify, after full disclosure to all members of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty. The operating agreement further may not unreasonably reduce the duty of care (as defined elsewhere in the Code) or eliminate the obligation of good faith and fair dealing (as defined elsewhere in the Code), although it may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable. RULLCA does, however, authorize the operating agreement to relieve members and managers from liability for money damages arising from breach of duty, subject to specific limitations. What does this mean to your California limited liability com- pany? It is likely a good idea to have your operating agreement reviewed, particularly with regard to member voting rights, any rights regarding competition with the business of the LLC, the effect of the death of a member, and the indemnities provided to managers and members. It is possible that the provisions of RULLCA could, just by its enactment, alter the terms of your agreement.  Nancy C. Ferruzzo, AV Preeminent®, with an M.B.A. in taxation and 30 years of tax experience, acts as a resource for all of the practice areas of the law firm of Ferruzzo & Ferruzzo, LLP. In her primary practice area of business transactions, her tax advice has saved clients millions of tax dollars with sophisticated acquisition and joint venture structures. Her expertise with limited liability companies and complex partnership tax issues has also enabled successful transitions of many businesses fromone generation to the next withminimal tax consequences. Dustin, joins Ferruzzo as a Senior Associate. His practice includes Trust and Probate Admin- istration, Estate, Probate and Trust Litigation, and Business and Construction Litigation. Mr. Sichon is experienced in advising clients across a broad spectrum of legal issues to meet his cli- ents personal and business needs. Mr. Sichon is also experienced in transactions involving business formation, succession, estate and gift tax planning, and preparation of Trusts and Wills for individuals and owners of businesses. Mr. Sichon resides in San Clemente with his wife, Lorri Walker. They have three children: Jared, Rashelle, and Lindsey. In his free time, Mr. Sichon enjoys fishing, volleyball and din- ners with friends. ELVIA ROCHA is a paralegal in the Estate, Probate & Trust Administration departments. Prior to her employment with Ferruzzo, Elvia worked as an estate planning, probate and trust administration paralegal in Manhattan Beach, California. She is confirmed to take the LSAT exam and hopes to further her education in the legal field. NICOLE EVANS is a paralegal in the litigation department. Nicole has experience with multi- million dollar, multi-party cases and has primar- ily worked on complex cases with experience in all aspects of litigation from intake to trial. Her responsibilities include case management, client communications, investigations and research, preparation of correspondence, pleadings and other court filings, discovery management, document review and organization, and trial preparation. Ferruzzo & Ferruzzo LLP 3737 Birch St., Suite 400 Newport Beach, CA 92660 T: (949) 608-6900 F: (949) 608-6994 www.ferruzzo.com EVERY MAILING CAMPAIGN COMES WITH THESE ADVANTAGES: IN-HOUSE PRODUCTION WHOLESALE PRICING CUSTOM GRAPHICS DATA DOWNLOAD AND CLEAN-UP LIST ANALYSIS NATIONAL CHANGE OF ADDRESS PROCESSING DEDICATED MARKETING TEAM PROOFREADING POST OFFICE DELIVERY CAMPAIGN EFFECTIVENESS REPORTS CO-OP PRE-APPROVAL AND SUBMITTAL NO CONTRACTS 6800 ORANGETHORPE AVE. STE. H, BUENA PARK CA 90620 HTTP://WWW.WESTATES.NET/ 1-800-884-5657 | 1-800-522-4262 WE HAVE A VARIETY OF SALES CAMPAIGN THEMES TO CHOOSE FROM INCLUDING: BUY BACK, LEASE TERMINATION, PRE-QUALIFED LOAN, BANKRUPTCY, SWEEPSTAKES AND MORE, AS WELL AS MULTIPLE MAILER FORMATS. 10 VEHICLES SOLD TORRANCE, CA TOYOTA DEALER 8.5” X 14” BUY BACK LETTER 2,024 PIECES MAILED RECENT RESULT INCLUDE ONLY VEHICLE SALES SOURCED DIRECTLY FROM OUR DIRECT MAIL CAMPAIGN 89 VEHICLES SOLD FONTANA, CA HONDA DEALER 8.5” X 14” BUY BACK LETTER 50,000 PIECES MAILED (12.5K X 4 WKS) RECENT RESULT INCLUDE ONLY VEHICLE SALES SOURCED DIRECTLY FROM OUR DIRECT MAIL CAMPAIGN 38 VEHICLES SOLD TEMECULA, CA HONDA DEALER 8.5” X 14” BUY BACK LETTER 16,338 PIECES MAILED RECENT RESULT INCLUDE ONLY VEHICLE SALES SOURCED DIRECTLY FROM OUR DIRECT MAIL CAMPAIGN CALL TODAY TO START A SIMPLE AND EFFECTIVE DIRECT MAIL CAMPAIGN WITH WESTATES AUTOMOTIVE PROMOTIONS, AN INDUSTRY LEADER FOR OVER 40 YEARS! JUST PUT IT ON THE COMPANY CARD… NOBODY WILL NOTICE. YOU’RE REALLY SHOWING OFF YOUR BEST ASSETS TODAY. I NEVER WEAR THE SAFETY GOGGLES. THEY LEAVE A MARK. THEY’RE WORRIED ABOUT OVERTIME. I’M JUST WORKING OFF THE CLOCK. 444 South Flower Street • Suite 1590 • Los Angeles, CA 90071 • 213.330.4500 • www.laborlawyers.com ATLANTA BALTIMORE BOSTON CHARLOTTE CHICAGO CLEVELAND NEW ORLEANS ORLANDO PHILADELPHIA PHOENIX PORTLAND LOS ANGELES LOUISVILLE MEMPHIS NEW ENGLAND NEW JERSEY GULFPORT HOUSTON IRVINE KANSAS CITY LAS VEGAS COLUMBIA COLUMBUS DALLAS DENVER FORT LAUDERDALE SAN ANTONIO SAN DIEGO SAN FRANCISCO TAMPA WASHINGTON, D.C. The things employees say when you’re not around can cause legal troubles for you. Fisher & Phillips provides practical solutions to workplace legal problems. This includes helping you find and fix these kinds of employee issues before theymake theirway fromthewater cooler to the courthouse. What you don’t hear can still hurt you. 342-FISH Los Angeles Dealer 7.5x4.625.indd 1 4/10/14 3:56 PM  Company Act — continued from page 9