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Richard G. Burt
Attorney and Counselor At LawSend an Email to Richard Burt now
10 S Almaden Blvd #1250
San Jose, CA 95113
Phone: (408) 286-7333
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.N 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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Administrative Dissolution of Corporations and LLCs Adopted in California
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. On September 22, 2018, Assembly Bill No. 2503 was signed into … Continue reading
Posted in Corporate Law, Entity Law, Limited Liability Comanies (LLC's), Limited liability companies (LLC), Suspended Entity
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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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Business Law Attorney Richard Burt Helps Draft New Corporate Law
A corporation is typically dissolved when the shareholders holding shares that have 50% or more of the voting power elect to dissolve. When an order for relief has been entered under Chapter 7 of the U.S. Bankruptcy Code, the board … Continue reading
Posted in Corporate Law, Directors and officers
Tagged bankruptcy, dissolution, dissolving bankrupt corporation, liquidating trustee, plan administrator
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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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Here’s One Way Not to Pay Taxes – Legally!
California charges a minimum franchise tax of $800 each year. This is a tax on the privilege of being a corporation. It doesn’t matter whether the corporation is profitable or even if it has any revenue. The state wants its … Continue reading
Posted in Corporate Law, S corporations
Tagged minimum franchise tax, short tax year
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Misleading Certificate of Status Solicitations
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 … Continue reading
Posted in Corporate Law, Directors and officers, Entity Law
Tagged certificate of status
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Out-of-State Business Entity Doing Business in California
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 … Continue reading
Posted in Corporate Law, Entity Law, Limited liability companies (LLC)
Tagged Delaware, foreign, Nevada, out-of-state, qualify to do business, register with Secretary of State
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Assignee of Suspended Corporation Cannot Sue on Assigned Claim
In Cal-Western Business Services, Inc. v. Corning Capital Group, Inc. (2013) 221 Cal. App. 4th 304, a judgment creditor assigned to Pacific West One Corp. the judgment creditor’s interest in a judgment against Corning Capital. Then, at a time when Pacific West … Continue reading
Posted in Commercial Law, Corporate Law, Suspended Entity
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Third-Party Liability for Securities Fraud
In some cases, a service provider associated with a business, such as an accountant, banker, broker, or lawyer, can be held liable for untruths or omissions made by the business in connection with the sale of stock (or other securities, … Continue reading
Posted in Blue Sky Law, Corporate Law, Securities Law
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