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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 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
Court Permits Assets of Business Entity to Be Used to Satisfy Creditors of Related Entity
In Toho-Towa Co., Ltd., v. Morgan Creek Productions (2013) 217 Cal. App. 4th 1096, the court held that the assets of one business entity could be used to satisfy the obligations of a different, but related, business entity. This case deals … Continue reading
Posted in Alter Ego Liability, Entity Law, Piercing the Corporate Veil
Tagged disregard of corporate form
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Supreme Court Decides California Law Does Not Apply to Dissolved Out-of-State Corporation That Did Business in California
In Greb v. Diamond International Corporation (Feb. 21, 2013), the Supreme Court of California held that Delaware law governs the time for bringing an action in California against a dissolved Delaware corporation. In December 2008, plaintiffs Walter Greb (now deceased) … Continue reading
Posted in Corporate Law, Entity Law
Tagged "Corporations Code", corporation, dissolution, dissolved, foreign law, out-of-state
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Home State Law Applied to Dissolved Corporation
In Robinson v. SSW, Inc. (2012), a California court applied Nebraska law to determine the liability of a dissolved Nebraska corporation for injuries the corporation allegedly caused to a California resident. Douglas G. Robinson died in November 2005 from mesothelioma, a … Continue reading
Posted in Business Disputes, Corporate Law, Entity Law
Tagged choice of law, conflict of laws, conflicts of law, dissolved corporations, internal affairs doctrine
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Inconsistent Use of Entity Name Proves Costly
In Montgomery Sansome v. Rezai (March 28, 2012) 204 Cal. App. 4th 786, the court held that a construction contractor’s designation of an entity as a “general partnership” in a fictitious business name statement when the contractor was licensed as … Continue reading
Posted in Contract Drafting, Corporate Law, Entity Law
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Removal of Officer of Delaware Corporation May Be Partly Governed by California Law
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 … Continue reading
Posted in Corporate Law, Directors and officers, Entity Law
Tagged wrongful termination
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Licensed Clinical Counselors Allowed to Form Professional Corporations
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 … Continue reading
Posted in Directors and officers, Entity Law, Professional Corporations
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Architects Granted Reprieve on LLP’s
Persons licensed to engage in the practice architecture, public accountancy, engineering, land surveying, or law may form a limited liability partnership to engage in those professions. A limited liability partnership is a general partnership that limits the liablity of the … Continue reading
Posted in Entity Law, Limited Liability Partnerships
Tagged Architects, LLP, LLP's, Personal Liability, Professional practice
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Demise of the Notion That Alter Ego Claims Belong to the Bankruptcy Estate
Shaoxing County Huayue Import & Export v. Bhaumik In Shaoxing County Huayue Import & Export v. Bhaumik (2011) 191Cal.App. 4th 1189, a creditor of a bankrupt corporation sued in state court to recover payment from an individual based on an … Continue reading
Posted in Alter Ego Liability, Entity Law, Piercing the Corporate Veil
Tagged asset of bankruptcy estate, bankruptcy, creditor claims, failure to issue stock, manager liability, Personal Liability, thin capitalization, thinly capitalized, undercapitalized
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Alter Ego Claims of Creditors Do Not Belong to Bankruptcy Trustee
In Ahcom, Ltd. v. Smeding, 623 F.3d 1248 (9th Cir. 2010), the U.S. Court of Appeals for the Ninth Circuit decided the question whether a creditor of a corporation that is in bankruptcy has standing to pursue a claim against … Continue reading
Posted in Alter Ego Liability, Entity Law, Piercing the Corporate Veil
Tagged asset of bankruptcy estate, bankruptcy, bankruptcy estate
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California rejects “zone of insolvency” theory of director liability
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 … Continue reading
Posted in Directors and officers, Entity Law
Tagged fiduciary duty, manager liability
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