I Asked ChatGPT a Legal Question–Here’s What It Said

Posted on April 12, 2023 by Richard Burt

I posed the following question to ChatGPT: What is the difference between a corporation and an LLC? Here is the response generated by ChatGPT (with my comments in red): A corporation and a limited liability company (LLC) are two different … Continue reading →

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Buyer Can Access Pre-Acquisition Attorney-Client Communications

Posted on December 20, 2013 by Richard Burt

The Delaware Court of Chancery has held that pre-merger communications — including those relating to the negotiation of the merger itself — pass to the surviving corporation in the merger, absent a contractual provision to the contrary. Thus, the buyer … Continue reading →

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No “Selective Waiver” of Attorney-Client Privilege

Posted on May 9, 2012 by Richard Burt

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 … Continue reading →

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Minority Shareholder Can Not Bring Claims Against the Corporation’s Counsel

Posted on June 1, 2011 by Richard Burt

In Reilly v. Greenwald & Hoffman, LLP (2011) 196 Cal. App. 4th 891, the court held that a minority shareholder could not bring a derivative action against the corporation’s outside counsel for misrepresentation, malpractice, or breach of contract. In March … Continue reading →

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Dealing With a Financially Weak Corporation

Posted on January 18, 2011 by Richard Burt

Knowingly 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 … Continue reading →

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A Risk of Making Threats in Disputes

Posted on June 21, 2009 by Richard Burt

When 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 … Continue reading →

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Whom Does an Attorney Represent When a Number of Parties Are Involved?

Posted on March 17, 2009 by Richard Burt

The 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 … Continue reading →

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Inspection Rights of Directors and Shareholders

Posted on January 7, 2009 by Richard Burt

Corporations 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….” … Continue reading →

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