Good Standing Certificates in California

Posted on December 7, 2021 by Richard Burt

California does not issue good-standing certificates under that name. For what is referred to in other states as a “good standing certificate,” the California Secretary of State will issue a CERTIFICATE OF STATUS certifying to the current status of an … Continue reading →

Posted in Bulk Sale, Buy-Sell Agreement, Commercial Law, Contract Drafting, Mergers & Acquisitions, Mergers and Acquisitions, Purchase and Sale of a Business, Qualifying to Do Business | Tagged , , , , , | Comments Off on Good Standing Certificates in California

Bad Corporate Practice Leads to Bad Result

Posted on February 19, 2019 by Richard Burt

I recently had a practice note published in the February 2019 eNews from the Business Law Section of the California Lawyers Association. What follows is the text that was submitted for publication. The Delaware Court of Chancery found that a stockholder … Continue reading →

Posted in Corporate Law, Directors and officers, Mergers & Acquisitions | Tagged , , | Comments Off on Bad Corporate Practice Leads to Bad Result

BOE Tax Clearances

Posted on August 24, 2016 by Richard Burt

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 , , , , | Comments Off on BOE Tax Clearances

FTB Tax Clearance Certificates

Posted on April 1, 2016 by Richard Burt

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 , , | Comments Off on FTB Tax Clearance Certificates

Acquirer Can Enforce Arbitration Agreement with Acquired Company Employees

Posted on April 2, 2015 by Richard Burt

The following is the text of an e-bulletin that I authored and that was published by the Corporations Committee of the Business Law Section of the State Bar of California. Francisco Marenco was employed by 180 Connect, Inc. As a … Continue reading →

Posted in Mergers & Acquisitions | Comments Off on Acquirer Can Enforce Arbitration Agreement with Acquired Company Employees

Guidance on Best Practices in M&A Transactions

Posted on January 16, 2015 by Richard Burt

The Corporations Committee of the Business Law Section of the State Bar of California just published an e-bulletin that I prepared. The e-bulletin alerts attorneys to a paper written by Leo Strine, Jr., chief justice of the Delaware Supreme Court, … Continue reading →

Posted in Mergers & Acquisitions | Comments Off on Guidance on Best Practices in M&A Transactions

Richard Burt Law: Handling M&A Transactions

Posted on December 19, 2014 by Richard Burt

Smart merger and acquisition transactions can be a key component of business growth and on-going success. Business attorney Richard G. Burt is ready to assist at every stage of a merger or other acquisition transaction and to assure that the … Continue reading →

Posted in Mergers & Acquisitions | Comments Off on Richard Burt Law: Handling M&A Transactions

Buyer Can Access Pre-Acquisition Attorney-Client Communications

Posted on December 20, 2013 by Richard Burt

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