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California Corporations Code Not Applied to Avoid Dissolution of Foreign Entities

06/07/2019

When an action is brought to dissolve a California limited partnership or a California limited liability company, the California Corporations Code allows the other partners or the other members to avoid the dissolution by purchasing, for cash, the interests owned…

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Civil Code Sections relating to General Releases Modified

02/28/2019

On February 28, 2019, the Corporations Committee of the Business Law Section of the California Lawyers Association published an e-bulletin that I authored. The text of the e-bulletin, as submitted for publication, follows. With SB 1431 (chapter 157, statutes of…

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Legislature Expands Shareholder Inspection Rights

02/27/2019

The Corporations Committee of the Business Law Section of the California Lawyers Association today published an e-bulletin, which I authored. The text follows: The legislature amended Corporations Code § 1601, which grants shareholders the right to inspect and copy corporate…

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Bad Corporate Practice Leads to Bad Result

02/19/2019

I recently had a practice note published in the February 2019 eNews from the Business Law Section of the California Lawyers Association. What follows is the text that was submitted for publication. The Delaware Court of Chancery found that a stockholder…

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Delaware Court Upholds Non-Compete against California Employee

12/10/2018

The following is the text of an e-bulletin that I wrote and that was published by the Corporations Committee of the Business Law Section of the California Lawyers Association. Patrick Miles, a California resident, was first hired in 2001 by…

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Administrative Dissolution of Corporations and LLCs Adopted in California

12/10/2018

The following is the text of an e-bulletin that I wrote and that was published by the Corporations Committee of the Business Law Section of the California Lawyers Association. On September 22, 2018, Assembly Bill No. 2503 was signed into…

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Buy-Sell Agreements in the Articles of Incorporation

06/20/2018

Under the Corporations Code, if there is a suit for involuntary dissolution, or if there is an election to dissolve voluntarily by shareholders representing only 50% of the voting power of the stock, the dissolution of the corporation and the…

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Business Law Attorney Richard Burt Helps Draft New Corporate Law

10/12/2017

A corporation is typically dissolved when the shareholders holding shares that have 50% or more of the voting power elect to dissolve. When an order for relief has been entered under Chapter 7 of the U.S. Bankruptcy Code, the board…

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LLC Bound by Contract Even Though Contract Was Outside Its Purpose and Signatory Was Technically Not a Manager

03/11/2017

The following is the text of an e-bulletin that I authored on apparent authority and that was published by the Corporations Committee of the Business Law Section of the State Bar of California. In  Western Surety Co. v. La Cumbre…

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Ownership of Passive LLC Interest in Manager-Managed LLC Not “Doing Business” in California

03/10/2017

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. In Swart Enterprises, Inc. v. Franchise Tax Board  (Jan. 12,…

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