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Additionally, maintaining an established relationship with a business lawyer projects positively on your business and is invaluable whenever you need the counsel of someone who knows your business and the law.
This office serves the needs of individuals with business legal needs including entrepreneurs, business owners, managers, principals, shareholders, investors, directors, officers, employees, consultants, contractors and subcontractors, consultants, minority shareholders, and employees. We form and represent California, Delaware, and Nevada corporations doing business in California. We have 25 years experience representing international companies, Limited Liability Companies (LLCs), close corporations, family businesses, start-ups, small businesses and sole proprietorships.
No matter your size, we will protect your interests and make the law work for you. No matter your size, we will protect your interests and make the law work for you. We value our role as your personal business attorney and serve as private counsel to start-up entities and small businesses. We realize that many small businesses have legitimate concerns about escalating legal fees. We are willing to work with you to minimize legal costs. We provide estimates and fixed pricing plans so that your business can control its costs.
We help you select the most appropriate legal vehicle for conducting your business and keeping you protected. Legally organizing a new business is like laying the foundation of a building. You cannot build on a shaky foundation, and therefore should not rely on do-it-yourself incorporation kits. If you form a corporation or a limited liability company (LLC), you must make sure that you appropriately capitalize the company, formally issue shares, observe legal formalities and correctly execute documents and agreements. Otherwise the personal liability protection afforded by the corporation or LLC will be endangered. In litigation, the corporate veil could be pierced and you could end up personally liable for claims that were supposed to be incurred solely by the corporation. Many critical decisions are made at the time of formation and the insight of an attorney's advice, especially in the organizational stage, is invaluable. We will advise you on many issues relating to formation--the type of entity, whether to file in California or out of state, whether to make an "S" election for a corporation, the range of initial contributions and capitalization, valuation of shares, size of board, how to choose and elect directors, the role of officers, employee compliance and compensation issues, compensation plans, stock and option plans, IP protection, and company contracts. Additionally, a company must also ensure that it complies with certain ongoing legal requirements or it may become suspended. Agreements entered into while a suspended company are voidable.
Our Role: We will help you decide on the type of business entity that is best suited for your business needs, capitalization and internal structure. We will prepare and file the organizational documents for the business (Articles of Incorporation or Organization; ByLaws, Operating Agreements; Shareholder Agreements; Organizational Certificates, Minutes of Initial Board of Directors or Managers Meeting; Minutes of Initial Shareholder's Meeting ).
We can also provide information about business licenses and assist you in obtaining tax IDs. We will issue Share Certificates, with proper legends and file the necessary notices with the government. Our office has formed well over 100 corporations/companies and is able to guide you through the process and maintain corporate compliance at a reasonable cost.
Preparation of custom agreements relating to the products and services you offer to your customers or clients. We help you set the terms on which you will operate. This is then embodied in your sales or service contract. We insert terms most favorable and protective to you into the contract. We can help you prepare such Product, Sales, or Service Agreements that you can present to your customers or clients from the outset. We can design and draft these Agreements to specifically relate to your particular products and services with the most helpful legal clauses that will best protect your interests. This is how we make the law work for you.
Review and negotiation of contracts presented to you by third parties. Leases, Supplier Agreements, Distribution Agreements and other contracts drafted by third parties are usually one sided and slanted in the other party's favor. They are invariably riddled with escape clauses, disclaimers, penalties, and provisions shifting liability and placing unfair burdens on you). We protect you by reviewing the contract, identify all problem areas, and negotiate fair and appropriate contractual amendments or addendums so that what you ultimately sign is a balanced Agreement that assures a level playing field which is not disadvantageous to you.
Sometimes it is best not to offer your employees a written employment agreement .On the other hand, a failure to clearly define the employment relationship with the employee from the outset results in many employee disputes and lawsuits. Employers that fail to have employees sign Invention Assignment and Non Disclosure Agreements risk future claims on its intellectual property. Companies that loan money from employees without proper documentation risk future ownership claims. Companies that do not adhere to applicable employment and labor laws expose themselves to serious consequences, including claims, fines and lawsuits. We can prepare Employment Agreements, Invention Assignment Agreements, and Non-Disclosure Agreements. We can advise you as to common traps that lead to expensive employee disputes ver intellectual property ownership and equity ownership. We can also help you in the event of an employee termination, assertions of wrongful termination and claims of sexual harassment.
Sometimes it is best not to offer your employees a written employment agreement .On the other hand, a failure to clearly define the employment relationship with the employee from the outset results in many employee disputes and lawsuits. Employers that fail to have employees sign Invention Assignment and Non Disclosure Agreements risk future claims on its intellectual property. Companies that loan money from employees without proper documentation risk future ownership claims. Companies that do not adhere to applicable employment and labor laws expose themselves to serious consequences, including claims, fines and lawsuits. We can prepare Employment Agreements, Invention Assignment Agreements, and Non-Disclosure Agreements. We can advise you as to common traps that lead to expensive employee disputes ver intellectual property ownership and equity ownership. We can also help you in the event of an employee termination, assertions of wrongful termination and claims of sexual harassment.
It is important to protect the ownership of all of the company's creative work and intellectual property including inventions, patents, trade secrets, trademarks and copyrights. We can help you take steps to protect your creative works and, in the case of patents and inventions, we can assist you in securing a competent patent attorney
Disputes among co-owners, partners, shareholders, directors, officers and key employees can tear a company apart, if left unresolved. We can structure solutions into the organizational documents to minimize this prospect. If it yet occurs, we can advise on behalf of the business regarding legal options and suggest practical ways to help resolve disputes and differences within the company.
Acquiring a business is a highly complex transaction, involving numerous business, tax and legal issues. We can help strategize and structure an acquisition in the most tax favorable manner, conduct due diligence on the business; identify unforeseen liabilities and risks, negotiate the terms of the acquisition, document the transaction, furnish a legal opinion, and manage the closing. We will protect you in securing key personnel, valuable intellectual property and the assignment of the acquired business's valuable contracts.
Selling a company entails a host of business, tax and legal issues and affects shareholders, employees and customers. We can advise you on your duties to your shareholders, employees and customers and can help you structure the transaction, negotiate terms, and prepare the appropriate Sale of Assets Agreement or Sale of Stock Agreement most favorable to you. We will advise as to tax consequences, restricted stock transferability, earn-out provisions, employee contracts and non-compete provisions. We will assist you to comply with all the regulatory and contractual requirements necessary to close the transaction including the preparation of a legal opinion.