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Richard Burt Professional Law Corporation
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Richard Burt Professional Law Corporation55 S Market St #1500
San Jose, CA 95113
Phone: (408) 286-7333 -
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Categories
- Alter Ego Liability
- Attorney-Client Matters
- Blue Sky Law
- Bulk Sale
- Business Disputes
- Buy-Sell Agreement
- Commercial Law
- Contract Drafting
- Corporate Law
- Covenant not to compete
- Directors and officers
- Entity Law
- Foreign LLC
- Indemnification
- Limited Liability Comanies (LLC's)
- Limited liability companies (LLC)
- Limited Liability Partnerships
- Limited Partnerships
- Mergers & Acquisitions
- Mergers and Acquisitions
- Minority Shareholders
- Non-competes
- Piercing the Corporate Veil
- Professional Corporations
- Purchase and Sale of a Business
- Qualifying to Do Business
- S corporations
- Securities Law
- Successor liability
- Suspended Entity
- Uncategorized

Non-Compete Clauses for Employees Become Radioactive in California
California has for over 80 years prohibited covenants not to compete (also called non-compete clauses) except in a handful of cases. The basic prohibition is in Business & Professions Code § 16600, which provides: Except as provided in this chapter, … Continue reading
Posted in Business Disputes, Covenant not to compete
Tagged employee covenant not to compete, employee non-compete, non-compete agreement, non-compete covenant, Noncompete
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California Corporations Code Not Applied to Avoid Dissolution of Foreign Entities
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 … Continue reading
Posted in Business Disputes, Buy-Sell Agreement, Corporate Law, Entity Law, Foreign LLC, Limited Liability Comanies (LLC's), Limited liability companies (LLC), Limited Partnerships
Tagged avoiding dissolution
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Civil Code Sections relating to General Releases Modified
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 … Continue reading
Posted in Business Disputes, Commercial Law, Contract Drafting
Tagged general release, release of unknown claims
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Delaware Court Upholds Non-Compete against California Employee
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 … Continue reading
Posted in Business Disputes, Contract Drafting, Corporate Law, Covenant not to compete, Non-competes
Tagged Labor Code section 925
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Buy-Sell Agreements in the Articles of Incorporation
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 … Continue reading
Posted in Business Disputes, Buy-Sell Agreement, Corporate Law, S corporations
Tagged articles of incorporation, avoiding dissolution, buy-out, buy-sell, dissolution
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LLC Bound by Contract Even Though Contract Was Outside Its Purpose and Signatory Was Technically Not a Manager
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 … Continue reading
Posted in Business Disputes, Commercial Law, Contract Drafting, Corporate Law, Entity Law, Limited Liability Comanies (LLC's), Limited Liability Partnerships, Limited Partnerships, Uncategorized
Tagged apparent authority, authority of manager, authority of officers, CRULLCA, misdesignation of manager of LLC, misdesignation of office of officer, Revised limited liability company act, RULLCA, ultra vires
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Perfected Security Interest Yields to Breach of Fiduciary Duty
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) … Continue reading
Posted in Business Disputes, Limited liability companies (LLC)
Tagged financing statement, UCC-1
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Excluding Assets From a Personal Guaranty
The following is the text of an e-bulletin that I prepared that was published by the Corporations Committee of the Business Law Section of the State Bar of California. This was republished (under the title of “Excluding Assets from a … Continue reading
Posted in Business Disputes, Commercial Law, Contract Drafting
Tagged guarantee, guaranties, guaranty
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Superfluous Text in a Contract Opens Door to Litigation
The recent case of Schron v. Troutman Saunders LLP, from the New York Court of Appeals, New York’s highest court, shows the importance of not including unnecessary verbiage in a contract just because it’s traditional. In this case, an LLC … Continue reading
Posted in Business Disputes, Contract Drafting
Tagged drafting, integration clause, merger clause, parol evidence
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