-
-
-
Richard Burt Professional Law Corporation
-
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
Stock without Certificates
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 certificate-less stock, stock without certificates, uncertificated security, uncertificated stock
Comments Off on Stock without Certificates
Bulk Sales Law: A Possible Trap for the Unwary Buyer of a Business
Buyers of businesses should be aware that California, like some other states, has a “bulk sales” law. Its official name is Uniform Commercial Code—Bulk Sales. The bulk sales act is designed to protect the creditors of a business by giving … Continue reading
Posted in Bulk Sale, Commercial Law, Purchase and Sale of a Business
Tagged acquisition of a business, asset purchase, bulk transfer, business purchase, commercial code, creditor claims, hidden liabilities, purchase and sale, purchaser liabiity, sale of business, successor liability, transferee liability
Comments Off on Bulk Sales Law: A Possible Trap for the Unwary Buyer of a Business
BOE Tax Clearances
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 Board of Equalization, BOE, sales tax liability, tax clearance, tax clearance certificate
Comments Off on BOE Tax Clearances
FTB Tax Clearance Certificates
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 Franchise Tax Board, FTB, tax clearance certificate
Comments Off on FTB Tax Clearance Certificates
Buyer Can Access Pre-Acquisition Attorney-Client Communications
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
Webinar Presentation on Drafting Buy-Sell Agreements
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
Posted in Buy-Sell Agreement, Contract Drafting, Minority Shareholders, Purchase and Sale of a Business
Tagged buy-out, buy-sell, cross-purchase agreement, redemption agreement
Comments Off on Webinar Presentation on Drafting Buy-Sell Agreements
Corporate Spin-Off Does Not Transfer Insurance Coverage
In Fluor Corp. v. Superior Court (2012), the court held that an insurance policy’s clause requiring the insurer’s consent to an assignment of rights under the policy was valid. Fluor Corporation (here called Fluor-1) was formed in 1924 Fluor-2 was … Continue reading
Posted in Limited liability companies (LLC), Mergers and Acquisitions
Tagged reorganizations
Comments Off on Corporate Spin-Off Does Not Transfer Insurance Coverage
Springing Covenant Not to Compete Not Enforceable
In Fillpoint, LLC v. Maas (2012), a court struck down a covenant not to compete that would take effect only upon termination of employment where the covenant was in addition to a covenant not to compete that was given in … Continue reading
Posted in Contract Drafting, Corporate Law, Mergers and Acquisitions
Tagged covenant not to compete, non-compete covenant, springing covenants
Comments Off on Springing Covenant Not to Compete Not Enforceable
Shareholder Loses Standing to Maintain Derivative Action After Merger
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
Posted in Directors and officers, Mergers and Acquisitions, Minority Shareholders
Comments Off on Shareholder Loses Standing to Maintain Derivative Action After Merger