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Acquirer Can Enforce Arbitration Agreement with Acquired Company Employees

04/02/2015

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. Francisco Marenco was employed by 180 Connect, Inc. As a…

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Guidance on Best Practices in M&A Transactions

01/16/2015

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,…

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Real Estate Withholding Credit for Pass-Through Entities

01/08/2015

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…

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Perfected Security Interest Yields to Breach of Fiduciary Duty

12/21/2014

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)…

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Richard Burt Law: Handling M&A Transactions

12/19/2014

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…

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Misleading Certificate of Status Solicitations

12/17/2014

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…

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Out-of-State Business Entity Doing Business in California

12/09/2014

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…

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

12/09/2014

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…

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Why Bother with Corporate Minutes?

12/09/2014

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…

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

12/09/2014

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…

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