Richard Burt Bio

Richard Burt Bio

San Jose, CA Business Lawyer, Richard G. Burt Bio

Richard Burt provides new businesses and established enterprises with high-quality legal services, including forming corporations, partnerships, and LLC’s, negotiating and drafting contracts, agreements, leases, and legal instruments, and advising clients on a wide range of business law issues. His typical clients are founders of closely-held businesses, corporate executives, real estate investors, and professionals, such as lawyers, architects, and physicians. Mr. Burt serves as outside general counsel for a number of closely-held companies, many of which are in San Jose and other cities in Santa Clara County (also known as Silicon Valley). Because of his in-depth knowledge and analytical ability concerning business law matters, he is frequently consulted by litigators and other lawyers.

Mr. Burt has been rated by Martindale-Hubbell as “AV Preeminent,” the highest possible rating. For more information about the Martindale-Hubbell rating system, click on the tab for “Peer Review Rating.”

Mr. Burt has extensive experience in the formation, maintenance, and dissolution of corporations, partnerships, and LLC’s, in drafting contracts of various kinds, including leasing, manufacturing, distribution, and service agreements, and in real estate and business transactions, including purchase and sale of a business, mergers and acquisitions, buy-sell agreements between co-owners, and purchase, financing, leasing, and sale of real property.

Mr. Burt has served three terms on the Partnerships and Limited Liability Companies Committee and two terms on the Corporations Committee of the Business Law Section of the State Bar of California. He has also served on the executive committees of the Business Law section and of the Real Property section of the Santa Clara County Bar Association.

In his capacity as a member of the two state bar committees mentioned above, he has drafted the text of various sections of the California Corporations Code and of the California Business & Professions Code that were enacted into law by the legislature.

Mr. Burt is a frequent lecturer on business law topics, and he has authored a number of articles and book chapters on business law topics. A partial list of speaking engagements and publications appears below.

Mr. Burt has also testified as an expert witness on business law matters.

Prior to establishing his own practice in 1984, Mr. Burt was associated with Berliner, Cohen & Biagini (now Berliner Cohen) in San Jose, and prior to that, with Wilmer, Cutler & Pickering (now Wilmer Hale) in Washington, D.C. He began his legal career with the Division of Enforcement of the Securities and Exchange Commission in its home office in Washington, D.C. in 1973.

Mr. Burt was graduated with honors from George Washington University in 1973 with a Juris Doctor degree. He was awarded membership in the honor society, Order of the Coif, and he was a member of the editorial staff of the George Washington Law Review. Mr. Burt was graduated from the University of Pennsylvania in 1970 with a Bachelor of Arts degree.

Selected Publications:

Co-Author, Forming and Operating California Limited Liability Companies (CEB) (2nd ed. and updates) (also 1st ed. and updates) (most recent update December 2016).

Author, e-Bulletin, Out-of-State Corporation Held Not to Be “Doing Business” in California by Owning a Passive Investment in a California Manager-Managed LLC (Corporations Committee of the Business Law Section of the State Bar of California, 2017).

Author, e-Bulletin, California Court of Appeal Holds that Individualized Promissory Note Is Not a Security (Corporations Committee of the Business Law Section of the State Bar of California, 2017)

Author, e-Bulletin, Acquirer Can Enforce Arbitration Agreement with Employees of Acquired Company, (Corporations Committee of the Business Law Section of the State Bar of California, 2015).

Author, e-Bulletin, Guidance on Best Practices in M&A Transactions (discussion of a paper by Leo Strine, Jr., chief justice of the Delaware Supreme Court, Documenting the Deal: How Quality Control and Candor Can Improve Boardroom Decision-Making and Reduce the Litigation Target Zone) (Corporations Committee of the Business Law Section of the State Bar of California, 2015).

Author, e-Bulletin, Chadbourne & Parke LLP  v. Troice (discussion of a U.S. Supreme Court decision that allows a state-law securities fraud class action to proceed against lawyers and others) (Corporations Committee of the Business Law Section of the State Bar of California, 2014).

Author, e-Bulletin, FTB relief on misapplied partnership late-filing penalty to SMLLC’s that had been treated as disregarded entities (Corporations Committee of the Business Law Section of the State Bar of California, 2014).

Author, e-Bulletin, Corporate Executives Held Personally Liable in Tort for Directing Subsidiary’s Breach of Contract (discussion of Asahi Kasei Pharma Corporation v. Actelion Ltd.) (Corporations Committee of the Business Law Section of the State Bar of California, 2014).

Co-Author, Business Law News, Annual Review 2014, Selected 2013 Developments in Corporate Law (Business Law Section of the State Bar of California).

Author, e-Bulletin, Delaware Court Holds Buyer in a Merger Transaction Can Access and Use Pre-Merger Communications with Seller’s Counsel (discussion of Delaware Court of Chancery decision in Great Hill Equity Partners) (Corporations Committee of the Business Law Section of the State Bar of California, 2013).

Author, e-Bulletin, Excluding Assets from Personal Guaranties (Corporations Committee of the Business Law Section of the State Bar of California, 2013) (republished by the following committees: Insolvency Law Committee, Commercial Transactions Committee, Financial Institutions Committee, and Partnerships & LLCs Committee, 2013).

Author, e-Bulletin, AREI II Cases (third-party liability for fraud in the sale of securities) (Corporations Committee of the Business Law Section of the State Bar of California, 2013).

Co-Author, Business Law News, Annual Review 2013, Selected 2012 Developments In Corporate Law (Business Law Section of the State Bar of California).

Author, Recent Cases of Interest, Business Law News, Issue 4, 2012.

Author, e-Bulletin, Federal Deposit Insurance Corp. v. Perry (business judgment rule defense not available for corporate officers)(Corporations Committee of the Business Law Section of the State Bar of California, 2012).

Author, “But It Was Only a Proposal…” A Cautionary Tale About Letters of Intent, 32 California Business Law Reporter, No. 5 (2011).

Author, e-Bulletin, Greb  v. Diamond Int’l Corp. (Corporations Committee of the Business Law Section of the State Bar of California, 2010).

Author, e-Bulletin, Ahcom Ltd. v. Smeding (alter ego claims of creditors do not belong to trustee in bankruptcy)(Corporations Committee of the Business Law Section of the State Bar of California, 2010).

Contributor, Report Of The Opinions Committee Of The Business Law Section Of The State Bar Of California On Selected Legal Opinion Issues In Venture Capital Financing Transactions (2009).

Contributor, Report on Legal Opinions Concerning California Partnerships by the Partnerships and Limited Liability Companies Committee of the Business Law Section of the State Bar of California (1998).

Co-Author, Selecting & Forming Business Entities (CEB, 1996).

Contributor, Guide to Organizing and Operating a Limited Liability Company in California (State Bar Business Law Section, 1995).

Author: Negotiability of Promissory Notes in California Commercial Transactions 6 California Business Law Practitioner, No. 3 (1991).

Selected Speaking Engagements:

Mr. Burt has been a featured speaker to lawyers and accountants, community organizations, and CEB (CEB is a non-profit joint venture of the University of California and the State Bar of California). His most recent lectures were:

Drafting Buy-Sell Agreements: What the Form Book Won’t Tell You (webinar  jointly sponsored by the Partnerships and LLC Committee and sponsored by the Corporations Committee of the Business Law Section of the State Bar of California) November 14, 2013.

Prepare for the Coming of the New LLC Law (sponsored by the Palo Alto Area Bar Association) November 12, 2013.

Prepare for the Coming of the New LLC Law (webinar jointly sponsored by the Partnerships and LLC Committee and by the Corporations Committee of the Business Law Section of the State Bar of California) April 4, 2013.

Essentials of California Corporations Law:  Avoiding the Traps for the Unwary (Business Law Section of the State Bar of California)

Organizing California Limited Liability Companies (CEB)

Buy-Sell Agreements for Closely-Held Businesses (CEB)

Mistakes Lawyers Make in Forming Corporations (Santa Clara County Bar Association)