Pavel Kolmogorov

I am a seasoned and accomplished litigator with a distinguished track record of success in navigating complex civil litigation. I earned my Master of Laws (LL.M.) degree from UC Berkeley School of Law, one of the nation’s most prestigious legal institutions, and am admitted to the State Bar of California and Washington D.C. My career spans a wide range of legal practice areas, including business litigation, trademark and copyright disputes, inverse condemnation, defamation, premises liability, and personal injury cases.

My deep understanding of the legal system, coupled with my sharp analytical skills and strategic thinking, has enabled me to achieve outstanding results for my clients. I have successfully represented individuals and businesses in State and Federal Courts, as well as in arbitrations and mediations, consistently delivering favorable outcomes in high-stakes disputes.

Known for my meticulous preparation, persuasive advocacy, and unwavering commitment to my clients, I provide exceptional legal representation tailored to meet the unique needs of each case. Whether tackling intricate legal challenges or fighting for justice, my professionalism and dedication make me a trusted ally for those seeking outstanding legal services.

University of California, Berkeley School of Law

Litigation Counsel

Kolmogorov Law

2024 - Current

Senior Litigation Counsel

Brower Law Group, APC

2021 - 2024

Litigation Associate

Barrington Legal, Inc.

2019 - 2021

Attorney

Hausfeld, LLP

2017 - 2018

Client's Choice

Avvo

2024

Silver Client Champion

Martindale-Hubbell

2024

California State Bar  # 321018

2018 - Current

California

State Bar of California

ID Number: 321018

Since 2018

• Free Consultation
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Q. How to formally move an existing DE corporation entity (qualified to do business in CA) to another existing CA LLC?

December 24, 2024

A: Here are a few general options to consider for moving a Delaware corporation to a California LLC:

Statutory Conversion:

Delaware and California both have statutes on conversions, but cross-state/cross-entity conversions can be more complex. You’d typically file paperwork in Delaware to convert—or “domesticate”—out of that state, and in California to convert in. This approach can preserve the business history while eliminating Delaware taxes going forward. (File a "Certificate of Conversion" with Delaware, changing your corporation to a Delaware LLC. File a "Statement of Domestication" with California, converting the Delaware LLC into a California LLC. This essentially merges it into your existing CA LLC.)

Merger into Your Existing California LLC:

Another possibility is merging the Delaware corporation into your California LLC. This would require filing a certificate of merger in both states and following each state’s procedural rules. After the merger, only the California LLC remains, so you’d no longer owe Delaware franchise taxes. This option might be attractive if you want to consolidate assets, liabilities, and records under a single California entity. (File a "Certificate of Dissolution" with Delaware. File a "Certificate of Merger" with California, merging the dissolved DE corporation's assets and liabilities into your existing CA LLC. Depending on how the merger is structured, it may trigger taxable events, so it is very important to consult with the tax professional before doing that.)

Dissolution and Transfer of Assets:

In some situations, dissolving the Delaware corporation and transferring its assets to your existing California LLC may be the simplest solution. However, if the corporation has contracts, licenses, or other obligations, you’d need to address those before winding down. This approach might also involve tax considerations, so be sure to look at potential implications on both federal and state levels. (Register your DE corporation as a foreign entity in California (if you haven't already. Transfer all assets and liabilities from the DE corporation to your CA LLC. Once the transfer is complete, dissolve the DE corporation.) ... Read More

Q. In California is there a law that a seller must provide to buyer a disclosure during purchase agreement for business ?

December 23, 2024

A: California doesn’t impose a single, blanket requirement for sellers to issue a formal disclosure statement in every business sale. However, depending on the nature of the deal, various state laws may require certain disclosures:

Real Property Involvement:

If the sale includes real estate, the seller often must comply with the Transfer Disclosure requirements (Code Civ. Proc, §§ 1102–1102.17.) These sections require certain disclosures about the property’s condition and known defects.

Franchise Transactions:

For franchise sales, the California Franchise Investment Law (California Corporations Code § 31000 et seq.) requires the franchisor to provide prospective franchisees with a Franchise Disclosure Document (FDD). This document includes detailed information on fees, obligations, and financial performance representations.

Securities Transactions:

If the deal is structured as a stock sale, it may fall under the California Corporate Securities Law of 1968 (California Corporations Code § 25000 et seq.). This law obligates sellers to disclose material information about the securities being offered.

Bulk Sales (Inventory/Equipment):

When a sale involves a significant portion of the seller’s inventory or equipment, the Uniform Commercial Code’s Bulk Sales Act (California Commercial Code §§ 6101–6111) may apply, requiring notifications to creditors and possibly certain disclosures to the buyer.

General Fraud and Misrepresentation Law:

Even if no specific statute applies, sellers remain subject to common-law rules prohibiting fraud and material misrepresentations. Under Civil Code § 1710(2), withholding material facts can amount to deceit if there’s a legal duty to disclose. Case law such as LiMandri v. Judkins elaborates on situations where a duty to disclose arises. (LiMandri v. Judkins (1997) 52 Cal.App.4th 326)

If you want to discuss your specific situation, please feel free to reach out. ... Read More

Q. Does a keymaster arcade game be considered a vending machine?

December 20, 2024

A: A keymaster arcade game may not be considered a vending machine under California law. According to Bus. & Prof.Code § 17571, a "vending machine" is defined as any mechanical device that operates by the insertion of a coin or other thing of value and dispenses a product, service, or exchange of equal value (Bus. & Prof.Code § 17571. Similarly, 9 CCR § 7211 excludes machines providing services of a recreational nature from the definition of vending machines (9 CCR § 7211). Additionally, 21 CCR § 2204 defines vending machines as devices that are self-service, coin-operated, and used for the sale and dispensing of food or merchandise (21 CCR § 2204).

However, keymaster arcade games, which involve an element of chance and potentially offer prizes, may be more closely related to slot machines or gaming devices. Under Cal.Penal Code § 330b, a slot machine or device is defined as one that operates by the insertion of money and, due to an element of chance, may entitle the user to receive money, credit, or other things of value (Cal.Penal Code § 330b).

Case law, People ex rel. Green v. Grewal, has held that devices offering prizes based on chance are considered slot machines (People ex rel. Green v. Grewal (2015) 61 Cal.4th 544.)

Therefore, a keymaster arcade game is more likely to be classified as a slot machine rather than a vending machine under California law.

Obviously, I cannot advise you whether placing a slot machine would violate your lease agreement without reviewing its specific terms. If you’d like to discuss this matter further, please feel free to reach out. ... Read More