-
-
-
Richard Burt Professional Law Corporation
-
Richard Burt Professional Law Corporation55 S Market St #1500
San Jose, CA 95113
Phone: (408) 286-7333 -
-
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

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
Comments Off on California Corporations Code Not Applied to Avoid Dissolution of Foreign Entities
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
Comments Off on Buy-Sell Agreements in the Articles of Incorporation
BOE Tax Clearances
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 … Continue reading
Posted in Bulk Sale, Buy-Sell Agreement, Mergers & Acquisitions, Purchase and Sale of a Business
Tagged Board of Equalization, BOE, sales tax liability, tax clearance, tax clearance certificate
Comments Off on BOE Tax Clearances
EDD Tax Clearance Certificates
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 … Continue reading
Posted in Bulk Sale, Buy-Sell Agreement, Successor liability
Tagged Buyer liability, EDD, Employment Development Department, tax clearance, tax clearance certificate
Comments Off on EDD Tax Clearance Certificates
FTB Tax Clearance Certificates
When a business is required to deduct and withhold taxes and remit them to the Franchise Tax Board (FTB), a successor to the business can be responsible for paying the amount owing to the FTB if the business does not pay … Continue reading
Posted in Buy-Sell Agreement, Mergers & Acquisitions, Purchase and Sale of a Business, Successor liability
Tagged Franchise Tax Board, FTB, tax clearance certificate
Comments Off on FTB Tax Clearance Certificates
Buyer Can Access Pre-Acquisition Attorney-Client Communications
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
Posted in Attorney-Client Matters, Buy-Sell Agreement, Mergers & Acquisitions, Purchase and Sale of a Business
Comments Off on Buyer Can Access Pre-Acquisition Attorney-Client Communications
Webinar Presentation on Drafting Buy-Sell Agreements
On November 14, 2104, I conducted a webinar on “Drafting Buy-Sell Agreements–What the Forms Books Won’t Tell You.” The program was jointly sponsored by the Corporations Committee and the Partnerships and LLC Committee of the Business Law Section of the … Continue reading
Posted in Buy-Sell Agreement, Contract Drafting, Minority Shareholders, Purchase and Sale of a Business
Tagged buy-out, buy-sell, cross-purchase agreement, redemption agreement
Comments Off on Webinar Presentation on Drafting Buy-Sell Agreements