Stock without Certificates

Posted on February 4, 2024 by Richard Burt

Now that we are moving more and more into electronic records, can we dispense with stock certificates? Yes, we can, but for most closely held corporations, it may not be worthwhile to change to certificate-less stock. The failure to issue … Continue reading →

Posted in Alter Ego Liability, Corporate Law, Entity Law, Minority Shareholders, Piercing the Corporate Veil, Professional Corporations, Purchase and Sale of a Business, S corporations | Tagged , , , | Comments Off on Stock without Certificates

Legislature Expands Shareholder Inspection Rights

Posted on February 27, 2019 by Richard Burt

The Corporations Committee of the Business Law Section of the California Lawyers Association today published an e-bulletin, which I authored. The text follows: The legislature amended Corporations Code § 1601, which grants shareholders the right to inspect and copy corporate … Continue reading →

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Breach of Fiduciary Duty by Corporate Insiders Requires Remedy, Even if Damages Unclear

Posted on November 1, 2014 by Richard Burt

When corporate insiders transferred to a new corporation corporate assets claimed to be worthless, the shareholders had a right to a remedy, even if the damages were unclear. In Meister v. Mensinger (2014) 230 Cal. App. 4th 381, Sesame Technologies, Inc., was … Continue reading →

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Webinar Presentation on Drafting Buy-Sell Agreements

Posted on November 15, 2013 by Richard Burt

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 →

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Shareholder Loses Standing to Maintain Derivative Action After Merger

Posted on September 6, 2012 by Richard Burt

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 … Continue reading →

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Minority Shareholder Can Not Bring Claims Against the Corporation’s Counsel

Posted on June 1, 2011 by Richard Burt

In Reilly v. Greenwald & Hoffman, LLP (2011) 196 Cal. App. 4th 891, the court held that a minority shareholder could not bring a derivative action against the corporation’s outside counsel for misrepresentation, malpractice, or breach of contract. In March … Continue reading →

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