Mergers and Acquisitions
There are times when business owners need to buy a business or sell their business. When buying a business, there are a host of issues that any owner must consider, including what liability will the purchaser be buying and what tax issues with the purchaser face. The same goes for the seller, as the seller must consider how it will be paid and what risk is posed by selling the business to someone else. Accordingly, we advise business owners on merger and acquisition strategies, assist with the critical due diligence process, as well as draft the necessary documentation to protect the client’s interests.
Construction involves numerous risks for the contractor, developer, or owner, from disputes in the field to lawsuits in federal court. We aid our clients by reviewing and drafting construction agreements, filing mechanics’ liens, serving stop notices, managing change orders, and handling delay claims. We also our construction clients with defect claims, insurance issues, and bond matters. We have acted as assigned defense counsel in complicated multi-party construction litigation. Ultimately, we try to put the client in the best position possible to deal with the burdens of working in the heavily regulated construction industry.
In the global economy, many companies need to protect their brand and ideas from infringement. We assist businesses in protecting their brand and ideas by preparing and filing the necessary applications for trademark and copyright protection. We have experience with responding to U.S. Patent and Trademark Office Actions, and litigating copyright, trade secret, and trademark disputes.
California has one of the most complex sets of employment laws in the nation. We can help you navigate through the arena of detailed employment laws and reduce your risk for employment claims by providing advice on wage and hour issues, disability matters, discrimination and harassment claims, as well as safe workplace issues. We have acted as assigned defense counsel for insurance companies and other institutional clients, and understand the nuances of state and federal employment litigation and how best to successfully defend the entities and individuals involved.
In connection with succession planning, a business owner needs a sound estate plan. We work with business owners to prepare living trusts, wills, and powers of attorney to ensure continuity of a business owner’s estate. Moreover, we ensure that the estate plan matches the goals of the business succession plan.
Professionals can run into issues with licensing as well as claims by former clients. We assist professionals in obtaining the necessary licensure, defend professionals against unfounded claims, and develop strategies to reduce liability. We understand that professional liability lawsuits are often complicated and expensive, and we have strategies and tactics to control the dispute and achieve the best outcomes.
During litigation, clients sometimes lose confidence in their attorney, whether rightfully or wrongfully. In such a situation, we will often act as second opinion counsel and let the client know if things are better than they seem or if they are going down the wrong path.
We litigate and try many different types of cases. Our cases involve shareholder and partner disputes, trade secret matters, employment disputes, real property claims, construction matters, fraud claims, and other civil disputes. We do our best to help our clients avoid lawsuits, but sometimes that is not possible. Accordingly, when litigation is necessary our goals are to assess the facts and law involved as early as possible, understand and develop the client’s story, and aggressively gather the evidence necessary to have our client prevail. We firmly believe that the opposing party must know that you are ready, willing, and able to try the dispute, even if the matter ultimately settles. We litigate matters in federal court, state court, probate court, as well as through administrative agencies, and have successfully tried many difficult and complex disputes.
When entrepreneurs are seeking to start a business they need to consider many different factors including liability, future goals, and tax status. We advise and consult with business owners concerning the selection of the appropriate entity. Once owners have selected the best entity for them, we prepare the necessary documentation for corporations, limited liability companies, and limited liability partnerships, all with an eye towards maximizing potential growth while reducing complexity wherever possible.
No business owner will own their business forever. Ultimately, owners need to devise a strategy for transitioning themselves out of the business. We advise business owners concerning buy-sell agreements, ESOPs, family succession issues, as well as other business succession issues.
Shareholder and Partner Rights
Oftentimes partners, shareholders, directors, and officers need to know how to act with each other. A common issue among business owners involves one owner wanting to do something and the other resisting. We advise and counsel our clients how to best work through such situations. We advise business owners with respect to rights, duties, and obligations of officers, directors, and shareholders in a corporation as well as the rights, duties, and obligations of partners in a partnership and members in a limited liability company. This area is particularly rewarding for us as solid advice can often prevent litigation or disruption of a company’s operations.
Corporate Partnership Governance
To clearly identify partner and shareholder rights and obligations, a business needs solid, well thought-out documentation. As such, we prepare and draft bylaws, shareholder agreements, buy-sell agreements, subscription agreements, operating agreements, and partnership agreements. We make sure to work closely with the business owners to ensure the documentation meets with their expectations rather than providing a simple template form. By doing so our clients can be assured if there ever is a dispute the relevant agreements will be tailored to their specific situation.
Most business owners want to protect their business “know how” and the information and processes that set them apart from competitors. However, many business owners do not understand what constitutes a trade secret or how to protect them. We advise businesses on the best practices for protecting trade secrets and draft the requisite agreements for trade secret protection. If businesses put the proper procedures in place, they can save a large amount of headache later.
Many of our clients purchase and develop real property. We advise our clients during the acquisition phase of purchasing land, as well as draft agreements concerning easements, CC&Rs, and joint ownership. We also work with clients when a dispute arises concerning the purchase, sale, or use of the property, and we have substantial experience with eminent domain, partition actions, lawsuits over purchase and sale of land, and disputes involving common interest developments.