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Petitioner’s Noncompliance With the Agreement; Failure To Issue
Shares
Petitioner never paid the price (1) called for in his
agreement to purchase shares of Niesar Pahl and (2) as set forth
in the above-quoted resolutions of the board. Niesar Pahl never
issued any shares to petitioner. Moreover, Niesar Pahl never
issued any shares to Gosselin or Gerald V. Niesar.
State Filings
On August 29, 1989, Niesar Pahl filed a Certificate of
Amendment of Articles of Incorporation (the Certificate of
Amendment) with the secretary of state of the State of
California. Thereby, the name of the corporation was changed to
Niesar, Pahl, Cecchini & Gosselin, A Professional Corporation. A
declaration of Garrett L. Cecchini, president, accompanying the
Certificate of Amendment, executed under penalty of perjury, and
dated August 9, 1989, states that petitioner is a shareholder,
director, officer, and employee of Niesar Pahl. A guarantee
accompanies the Certificate of Amendment and guarantees payment
by Niesar Pahl of claims by clients for errors or omissions
arising out of the practice of law. That guarantee is dated
August 9, 1989, and is signed by petitioner as a shareholder of
Niesar Pahl.
Petitioner’s Tenure With Niesar Pahl
On or about August 8, 1989, petitioner commenced employment
with Niesar Pahl. Shortly thereafter, petitioner became
president, managing partner, and chief financial officer of
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Last modified: May 25, 2011