Posts by Richard Burt
Acquirer Can Enforce Arbitration Agreement with Acquired Company Employees
The following is the text of an e-bulletin that I authored and that was published by the Corporations Committee of the Business Law Section of the State Bar of California. Francisco Marenco was employed by 180 Connect, Inc. As a condition of employment, he entered into an arbitration agreement that required both parties to submit…
Read MoreGuidance on Best Practices in M&A Transactions
The Corporations Committee of the Business Law Section of the State Bar of California just published an e-bulletin that I prepared. The e-bulletin alerts attorneys to a paper written 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…
Read MoreReal Estate Withholding Credit for Pass-Through Entities
The California Franchise Tax Board (FTB) has recently published a reminder about credit for real-estate withholding. According to the FTB: Pass-through business entities that pass through their income, deductions, and credits to the owners must also pass through the real estate withholding credit. What is a pass-through entity? It is an S corporation, limited partnership,…
Read MorePerfected Security Interest Yields to Breach of Fiduciary Duty
If a party succeeds in perfecting a security interest in personal property by breaching a fiduciary duty, the security interest may be disregarded for the benefit of the person owed the fiduciary duty. In Feresi v. The Livery, LLC (2014) 232 Cal. App. 4th 419, Renee Feresi and James Mesa were a married couple who during…
Read MoreRichard Burt Law: Handling M&A Transactions
Smart merger and acquisition transactions can be a key component of business growth and on-going success. Business attorney Richard G. Burt is ready to assist at every stage of a merger or other acquisition transaction and to assure that the business deal is carefully documented and legally sound, with help on negotiation tactics as well…
Read MoreMisleading Certificate of Status Solicitations
The California Secretary of State has issued warnings about misleading certificate of status solicitations. Directors and officers of corporations and managers and members of limited liability companies (LLCs) should be wary of such solicitations. As a public service, the text of the Secretary of State’s warning is repeated below (with minor modifications): Letters are being…
Read MoreOut-of-State Business Entity Doing Business in California
An out-of-state business entity is a corporation or limited liability company formed under the law of another state (say, Delaware or Nevada). An out-of-state entity is often referred to as a “foreign” corporation or as a “foreign” LLC. An out-of-state business entity is permitted to conduct business in California, but it must first register with…
Read MoreForming an Out-of-State Entity To Do Business in California
Sometimes the owner of a business in California believes that forming a business entity (such as a corporation or limited liability company) to do business in California is best done under Delaware law or Nevada law. While this may at times be a good idea, more often it is a misguided notion, brought about by…
Read MoreWhy Bother with Corporate Minutes?
The most common reason for a founder or entrepreneur to set up a corporation is to limit his or her exposure to the liabilities of the business. A corporation provides a shield against the debts of the business. In most cases, unless a shareholder personally guarantees the debt of the corporation, a shareholder will not…
Read MoreCorporate Compliance Center Notice – Good Idea or Rip-Off?
Every year, I receive a slew of mailings on behalf of my corporate clients from the (self-proclaimed) Corporate Compliance Center, which contains an “Annual Minutes Compliance Notice.” Bearing a slight resemblance to the annual statement of information that must be filed with the California Secretary of State, this notice could fool a less-than-careful reader into…
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