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.

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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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Piercing the Corporate Veil

Stock without Certificates

02/04/2024

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…

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I Asked ChatGPT a Legal Question–Here’s What It Said

04/12/2023

I posed the following question to ChatGPT: What is the difference between a corporation and an LLC? Here is the response generated by ChatGPT (with my comments in red): A corporation and a limited liability company (LLC) are two different…

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Administrative Dissolutions

10/01/2021

As previously posted on this blog, California law was changed (AB 2503) to allow the state to dissolve entities administratively instead of allowing zombie entities to remain on the rolls permanently. A word to the wise:  Abandoning the entity and…

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Officer Liable for Restitution of Corporation’s Gains in Violation of FTC Act

03/04/2016

In Federal Trade Commission v. Commerce Planet, Inc. (9th Cir. March 3, 2016) 16 C.D.O.S. 2355, the Federal Trade Commission (FTC) sued Commerce Planet, Inc., and three of its top officers for violating § 5(a) of the FTC Act, which…

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Filing Requirements and Suspension of Corporate or LLC Powers

08/04/2013

California limited liability companies (LLCs) and California corporations are creatures of statute, and their failure to comply with statutory requirements can lead to their rights, powers, and privileges being suspended by the state. Annual Report to Secretary of State Each…

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Court Permits Assets of Business Entity to Be Used to Satisfy Creditors of Related Entity

07/25/2013

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…

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Demise of the Notion That Alter Ego Claims Belong to the Bankruptcy Estate

01/19/2011

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…

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Dealing With a Financially Weak Corporation

01/18/2011

Knowingly dealing with a thinly capitalized corporation and not asking for a guaranty will make it tough to pierce the corporate veil. This is illustrated by the case of Fusion Capital Fund II, LLC, v. Ham, 614 F.3d 698 (7th…

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Alter Ego Claims of Creditors Do Not Belong to Bankruptcy Trustee

10/25/2010

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…

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Timely Dissolution Can Protect Shareholders

04/27/2010

When a California corporation dissolves, it continues to exist for the purpose of defending claims against it (and prosecuting claims in its name), though a claim by a creditor against a shareholder to recover assets distributed in the distribution must…

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