Richard Burt Professional Law Corporation

In communicating through a website with a lawyer you are thinking of hiring, you should not provide any confidential information concerning your legal matter until an attorney-client relationship has been formed.

Sending an email to Richard Burt or leaving a voice mail for him or his assistant (and a reply from either) does not create an attorney-client relationship.

No attorney-client relationship will be formed until you and Mr. Burt have agreed that he should represent you, he has determined that there is no conflict with an existing client, you have signed an engagement letter that sets forth the terms of the representation, and, when requested, you have made a fee deposit.

Please note that the initial consultation is solely to determine the nature of your legal matter and to discuss fees. Mr. Burt does not offer free legal advice.

After an attorney-client relationship has been formed, email (and voice mail) may of course be freely used for confidential attorney-client communications.

If we try to call you at a telephone number that you provide to us and are unable to reach you (and your voice mail is full or is not set up), we may text you at that number to let you know that we tried to call you. By sending an email via this website or by calling and leaving a voice-mail message, you consent to receiving such texts. At any time, you may reply STOP to opt-out from further messages.

NOTE: Mr. Burt does not handle litigation of any kind. If you wish to sue someone, are being sued, or need to make a court filing of any kind, Mr. Burt cannot help you. You should not contact him for those services.

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Directors and officers

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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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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Court Holds Business Judgment Rule Does Not Protect Officer’s Decisions

01/18/2012

The business judgment rule insulates directors from liability from bad decisions if certain conditions are met. A recent U.S. District Court opinion holds that the business judgment rule does not apply to corporate officers. Federal Deposit Insurance Corp. v. Perry…

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Licensed Clinical Counselors Allowed to Form Professional Corporations

11/09/2011

Under the Moscone-Knox Professional Corporation Act, lawyers, physicians, and others engaged in occupations specified by the act may organize their practices as professional corporations. By reason of Chapter 381 of the Statutes of 2011, the Moscone-Knox Professional Corporation Act has…

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Corporations and LLC’s May Elect to Receive Notices From the Secretary of State via E-Mail

11/01/2011

Existing law requires corporations and limited liability companies to file with the Secretary of State annual statements of information with specified information. To aid these entities in filing timely, the Secretary of State mails a notice to them three months…

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Labor Code section 2802 Does Not Apply to Employer’s Unsuccessful Suit Against Employee

10/15/2011

In Nicholas Laboratories, LLC  v. Chen (October 12, 2011) 11 C.D.O.S. 12769, the court decided that an employer was not obligated to indemnify its employee for expenses the employee incurred in successfully defending himself against employer’s lawsuit for breach of…

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California rejects “zone of insolvency” theory of director liability

11/05/2009

The general rule is that directors of a corporation owe no duty to creditors because it is the shareholders who own a corporation. From an economic perspective, when a corporation is solvent, it is the shareholders who are the residual…

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

03/17/2009

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…

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Inspection Rights of Directors and Shareholders

01/07/2009

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….”…

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