Richard Burt Professional Law Corporation

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Ex-CFO Allowed to Sue for Defamatory Innuendo in Press Release

10/10/2012

In Hawran v. Hixson (2012), the court allowed a CFO who had resigned from a public company to sue the company and certain directors because the company’s press release implied that he had engaged in misconduct. Sequenom was a publicly…

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California has a new LLC Act

09/24/2012

S.B. 323, the Revised Uniform Limited Liability Act, has been signed by Governor Brown.  It will be effective January 1, 2014.

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Inconsistent Use of Entity Name Proves Costly

09/11/2012

In Montgomery Sansome v. Rezai (March 28, 2012) 204 Cal. App. 4th 786, the court held that a construction contractor’s designation of an entity as a “general partnership” in a fictitious business name statement when the contractor was licensed as…

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Corporate Spin-Off Does Not Transfer Insurance Coverage

09/06/2012

In Fluor Corp. v. Superior Court (2012), the court held that an insurance policy’s clause requiring the insurer’s consent to an assignment of rights under the policy was valid. Fluor Corporation (here called Fluor-1) was formed in 1924 Fluor-2 was…

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Springing Covenant Not to Compete Not Enforceable

09/06/2012

In Fillpoint, LLC v. Maas (2012), a court struck down a covenant not to compete that would take effect only upon termination of employment where the covenant was in addition to a covenant not to compete that was given in…

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Shareholder Loses Standing to Maintain Derivative Action After Merger

09/06/2012

In Villari v. Mozilo (2012) 208 Cal. App. 4th 1470, the court held that under Delaware law a shareholder who was a plaintiff in a shareholder derivative action lost standing to maintain that action once a merger resulted in the…

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Removal of Officer of Delaware Corporation May Be Partly Governed by California Law

06/05/2012

In Lidow v. International Rectifier Corp. (2012) 206 Cal. App. 4th 351, the court held that, notwithstanding the conflict of laws principle known as the internal affairs doctrine, where a foreign corporation is alleged to have removed or constructively discharged…

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“Good Standing” Certificates

05/18/2012

The California Franchise Tax Board (FTB) has recently announced that a report of the tax status of a business entity (limited liability company (LLC) or corporation) can be obtained online from the FTB for free.  The report is officially referred…

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No “Selective Waiver” of Attorney-Client Privilege

05/09/2012

To show that they are good citizens, public companies are often encouraged by the government to investigate wrong-doing by their employees and then to take corrective action. Often these internal investigations are conducted by outside legal counsel, who prepare a…

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California Now Licensing LLC’s as Contractors

01/31/2012

As a result of legislation passed in 2010 (Statutes of 2010, Chapter 698), the California Contractors State License Board (CSLB) is authorized to issue contractor licenses to limited liability companies (LLCs). The CSLB issued the first contractor’s license to a…

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