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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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Individualized Promissory Note Held Not To Be a Security

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 People v. Black (Feb. 16, 2017), the court of…

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BOE Tax Clearances

08/24/2016

When a business that sells or leases goods at retail owes sales taxes to the California Board of Equalization (BOE), the buyer of the business can be responsible for paying the BOE the amount owing if the seller does not…

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EDD Tax Clearance Certificates

08/24/2016

When a business is an employer that owes contributions, interest, or penalties to the California Employment Development Department (EDD), the buyer of the business can be responsible for paying the EDD the amount owing if the seller does not pay…

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New LLC Statement of Information Form

08/16/2016

Every two years, a California limited liability company must file a statement of information with the California Secretary of State. The same is true for  a limited liability company formed in another state but registered to do business in California. In the past,…

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