Guidance on Best Practices in M&A Transactions

Posted on January 16, 2015 by Richard Burt

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, … Continue reading →

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Real Estate Withholding Credit for Pass-Through Entities

Posted on January 8, 2015 by Richard Burt

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 … Continue reading →

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Perfected Security Interest Yields to Breach of Fiduciary Duty

Posted on December 21, 2014 by Richard Burt

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) … Continue reading →

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Richard Burt Law: Handling M&A Transactions

Posted on December 19, 2014 by Richard Burt

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 … Continue reading →

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Misleading Certificate of Status Solicitations

Posted on December 17, 2014 by Richard Burt

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 … Continue reading →

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Out-of-State Business Entity Doing Business in California

Posted on December 9, 2014 by Richard Burt

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 … Continue reading →

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Forming an Out-of-State Entity To Do Business in California

Posted on December 9, 2014 by Richard Burt

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 … Continue reading →

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Why Bother with Corporate Minutes?

Posted on December 9, 2014 by Richard Burt

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 … Continue reading →

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Corporate Compliance Center Notice – Good Idea or Rip-Off?

Posted on December 9, 2014 by Richard Burt

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 … Continue reading →

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Filed UCC Termination Statement Binding on Lender Even If Mistaken

Posted on December 8, 2014 by Richard Burt

In a recent case, a lender made several financings of a borrower. The borrower paid off one financing, and the lender authorized the filing of a termination statement to release its security interest in a particular asset that secured that … Continue reading →

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