Breach of Fiduciary Duty by Corporate Insiders Requires Remedy, Even if Damages Unclear

Posted on November 1, 2014 by Richard Burt

When corporate insiders transferred to a new corporation corporate assets claimed to be worthless, the shareholders had a right to a remedy, even if the damages were unclear. In Meister v. Mensinger (2014) 230 Cal. App. 4th 381, Sesame Technologies, Inc., was … Continue reading →

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Bank CD’s not covered by Securities Litigation Uniform Standards Act of 1998

Posted on March 25, 2014 by Richard Burt

In Chadbourne & Parke LLP v. Troice (U.S. Supreme Court February 26, 2014), the Supreme Court held that bank CD’s not traded on national securities exchange are not a “covered security” and therefore a class action based on fraud in connection … Continue reading →

Posted in Blue Sky Law, Securities Law | Comments Off on Bank CD’s not covered by Securities Litigation Uniform Standards Act of 1998

Refund of Late-Filing Penalty for Single-Member LLCs

Posted on February 8, 2014 by Richard Burt

For income tax purposes, a single-member limited liability company (SMLLC) is treated as a disregarded entity. That means that the income or loss of the entity is reported by an individual taxpayer on Schedule C of the taxpayer’s tax return. … Continue reading →

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Presentation Given to the Santa Cruz County Bar Association on the New LLC Act

Posted on February 8, 2014 by Richard Burt

On February 3, 2014, I gave a presentation to members of the Santa Cruz County Bar Association on the new limited liability company act and how it will affect their clients. I am pleased to report that the presentation was well … Continue reading →

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Bar Talk on the New LLC Act

Posted on January 15, 2014 by Richard Burt

On Monday, February 3, 2014, I will be giving a continuing education seminar to lawyers on “California’s New LLC Act.” Anyone interested can register at the bar’s website: http://www.santacruzbar.org/ .

Posted in Limited liability companies (LLC), Uncategorized | Comments Off on Bar Talk on the New LLC Act

Changes to California’s LLC Act — Get Ready or Get Skewered

Posted on January 2, 2014 by Richard Burt

California has a new LLC act, which took effect January 1, 2014. Although the new law has some useful features, most LLCs won’t need them. Unfortunately, the new law automatically applies to existing LLCs, and the new law contains provisions … Continue reading →

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Buyer Can Access Pre-Acquisition Attorney-Client Communications

Posted on December 20, 2013 by Richard Burt

The Delaware Court of Chancery has held that pre-merger communications — including those relating to the negotiation of the merger itself — pass to the surviving corporation in the merger, absent a contractual provision to the contrary. Thus, the buyer … Continue reading →

Posted in Attorney-Client Matters, Buy-Sell Agreement, Mergers & Acquisitions, Purchase and Sale of a Business | Comments Off on Buyer Can Access Pre-Acquisition Attorney-Client Communications

Foreign LLC Can Enforce Sister-State Judgment without Qualifying to Do Business

Posted on November 29, 2013 by Richard Burt

In Conseco Marketing, LLC v. IFA and Insurance Services, Inc. (2013) 221 Cal. App. 4th 831, the court held that a limited liability company formed under the law of another state (a “foreign LLC”) need not qualify to do business … Continue reading →

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Webinar Presentation on Drafting Buy-Sell Agreements

Posted on November 15, 2013 by Richard Burt

On November 14, 2104, I conducted a webinar on “Drafting Buy-Sell Agreements–What  the Forms Books Won’t Tell You.” The program was jointly sponsored by the Corporations Committee and the Partnerships and LLC Committee of the Business Law Section of the … Continue reading →

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Assignee of Suspended Corporation Cannot Sue on Assigned Claim

Posted on November 1, 2013 by Richard Burt

In Cal-Western Business Services, Inc. v. Corning Capital Group, Inc. (2013) 221 Cal. App. 4th 304, a judgment creditor assigned to Pacific West One Corp. the judgment creditor’s interest in a judgment against Corning Capital. Then, at a time when Pacific West … Continue reading →

Posted in Commercial Law, Corporate Law, Suspended Entity | Comments Off on Assignee of Suspended Corporation Cannot Sue on Assigned Claim