ADJ15745100 — California WCAB decision

What the panel ordered

Petition for Reconsideration and/or Removal denied.

What was disputed, and how it came out

Each issue the panel decided, with the reasoning it gave. An outcome is what this panel did on this record — not a rule, and not a prediction.

Reconsideration / removalDefendant prevailed

The WCJ's findings of joint and several liability for Arslan Turganov were credible and supported by evidence that he remains a member and shareholder of Stella Moving LLC, which was not dissolved. The WCAB panel adopted the WCJ's report and found no substantial evidence to overturn the findings.

From the decision · page 3On April 15, 2024, Defendant filed a timely verified Petition for Reconsideration of the Findings of Fact and Order dated March 25, 2024. The Defendant contends Arslan Turganov is not liable for the injury and liability falls solely on Nurlan Nishanbayev.

The facts that decided it

What the panel treated as outcome-determinative, and which side it favoured.

Arslan Turganov continues to own 49% of Stella Moving LLC and is a substantial shareholder.

Favours Defendant prevailed

The rules the panel named

Authorities as the decision cited them, with how this panel applied each one.

Cal Corp Code 17701.13(d)

An LLC's operating agreement governs termination of membership interests; no statutory default provisions exist regarding termination or transfer of membership interests.

Applied to determine that neither Arslan Turganov nor Nurlan Nishanbayev were removed as members of Stella Moving LLC.

From the decision · page 4An LLC's operating agreement may provide for termination in whole or part of membership interests and transferable interests. If a transferable interest is so terminated, the member is entitled to demand and receive a return of that member's contribution. On termination of a membership interest, the LLC must amend its current list of members. (Cal Corp Code § 17701.13(d).) There are no statutory default provisions regarding termination of membership or transferable interests. In this case, Arslan Turganov credibly testified that today, he continues to own 49% of Stella Moving LLC. (Minutes of Hearing (Further) and Summary of Evidence dated March 19, 2024 at 4:10.) Nurlan Nishanbayev credibly testified that he owned 51% of Stella Moving, LLC. (Minutes of Hearing (Further) and Summary of Evidence dated January 16, 2024 at 5:21.) There was no evidence submitted that either Arslan Turganov or Nurlan Nishanbayev were removed from the list of LLC members and their testimony confirms they were not removed as members of the LLC. STELLA MOVING LLC WAS NEVER DISSOLVED

Cal Corp Code 1900 and 1903(a) & (c)

Voluntary dissolution of a corporation requires vote or written consent of shareholders with 50% or more voting power; corporation must cease business except for winding up.

Applied to find no evidence of voluntary dissolution of Stella Moving LLC.

From the decision · page 4The first step in the voluntary dissolution of a corporation is the obtaining of the vote or written consent of shareholders with 50 percent or more of the voting power. (Cal Corp Code § 1900.) Voluntary proceedings to wind up the corporation commence on obtaining the required shareholder approval, or on the vote of the directors, and the corporation must cease to carry on its business except to the extent necessary for winding up and to preserve its goodwill and the going- concern value of its assets. (Cal Corp Code § 1903(a) & (c).) In this case, no evidence was

ADJ15745100 · June 13, 2024

What the panel ordered

What was disputed, and how it came out

The facts that decided it

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The rules the panel named

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