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In Zalkind v. Ceradyne, Inc. (2011) 194 Cal. App. 4th 1010, Ceradyne, Inc. (Ceradyne), entered into an asset purchase agreement (asset purchase agreement) with Stanley and Elizabeth Zalkind (the Zalkinds) and Quest Technology, LP (Quest), a limited partnership owned by…
Read MoreShaoxing County Huayue Import & Export v. Bhaumik In Shaoxing County Huayue Import & Export v. Bhaumik (2011) 191Cal.App. 4th 1189, a creditor of a bankrupt corporation sued in state court to recover payment from an individual based on an…
Read MoreKnowingly dealing with a thinly capitalized corporation and not asking for a guaranty will make it tough to pierce the corporate veil. This is illustrated by the case of Fusion Capital Fund II, LLC, v. Ham, 614 F.3d 698 (7th…
Read MoreIn Ahcom, Ltd. v. Smeding, 623 F.3d 1248 (9th Cir. 2010), the U.S. Court of Appeals for the Ninth Circuit decided the question whether a creditor of a corporation that is in bankruptcy has standing to pursue a claim against…
Read MoreWhen a California corporation dissolves, it continues to exist for the purpose of defending claims against it (and prosecuting claims in its name), though a claim by a creditor against a shareholder to recover assets distributed in the distribution must…
Read MoreThe general rule is that directors of a corporation owe no duty to creditors because it is the shareholders who own a corporation. From an economic perspective, when a corporation is solvent, it is the shareholders who are the residual…
Read MoreWhen there is a business dispute, a party sometimes wants to use the maximum leverage possible. Caution should be exercised to make sure that the effort to exercise leverage does not boomerang. One of the common ways that parties seek…
Read MoreThe case of Chang v. Lederman (2009) 172 Cal. App. 4th 67, while dealing with the obligations of an estate planning lawyer to beneficiaries of the estate, may be of interest to participants in business transactions or business enterprises. Facts…
Read MoreFlint Hills Resources, LP v. Jag Energy, Inc., 559 F.3d 373 (5th Cir. 2009) doesn’t establish any particularly important principle of law. Instead it’s being mentioned because it illustrates the value of good drafting. Flint Hills, a refiner of crude…
Read MoreCorporations Code section 1602 provides that: “Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind … of the corporation of which such person is a director….”…
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