Best Practices

Assistance with proper classification of exempt, nonexempt, and independent contractor workers; and reviewing overtime pay calculations; OSHA investigations and citations; preparation, development or assessment of workplace safety programs; risk assessment; and preparation of personnel manuals.

Ownership of Real Property

Formation of corporations, general and limited partnership agreements, preparation of LLCs and Tenants in Common agreements for owners of commercial and industrial property; handling of transfers by or among owners; tax deferred exchanges; installment sales; and real estate litigation involving the property or owners. 

Business Transfers and Combinations

• Mergers, acquisitions and asset sales
• Tax-exempt reorganizations
• Charter migrations and reincorporations

Commercial Transactions

Documentation for all types of commercial transactions, including:

• Asset sale/purchase and other extraordinary agreements
• Equipment finance and leasing
• Licensing and product distribution
• Partnership and joint venture agreements

Creditors' Rights

• Formation of secured creditor relationship:  deeds of trust, security interests in personal property collateral
• Representation of secured and unsecured creditors prior to litigation and in litigation and bankruptcy cases, including adversary proceedings
• Landlords, tenants, lenders, real estate developers, contractors, manufacturers, distributors, suppliers, professionals, wholesalers, retailers, and general creditors
• Assessment of potential asset protection and liability risk minimization
• Restructuring and lending issues
• Bankruptcy implications in real estate and other commercial transactions

Formation and Governance

• Entity Type and Domicile
• Founders’ Agreements 
• Financing
• Employee Relations
• Record-Keeping and Regulatory Compliance
• Business formations both in California and out of state
• Creation and operation of corporations, partnerships, limited liability companies and other forms of doing business
• Buy-sell, voting and other types of agreements among founders
• Advice to employers on all employment matters

Franchising

• Preparation and review of franchise agreements
• Documentation of start-ups and established franchisors
• State registrations
• Annual disclosure compliance
• Enforcement within the franchise system
• Trademark work
• Lease and financing assistance
• Arbitrated and litigated disputes within the franchise system

Insurance Brokers and Agencies

Representation of insurance brokers and agencies in matters including, without limitation, formation and start-up, employment issues, producer arrangements, inter-brokerage and intra-brokerage agreements, intellectual property, service agreements, regulatory compliance and mergers and acquisitions.

Intellectual Property Transactions

• Trademark and Copyright Registration
• Licensing
• Trade Secrets
• Preparation and registration of trademarks with the United States Patent Office (USPTO) and California Secretary of State
• Monitoring and additional filings as needed, including Section 8 (use) and Section 15 (incontestability) affidavits, and renewals
• Preparation and registration of copyrights with the U.S. Copyright Office
• Preparation of user licenses; website terms of use; and content, trademark and copyright licenses
• Counseling clients to establish policies for the protection of trade secrets and confidential information, including drafting of appropriate documents and agreements

Landlord/Tenant

Preparation of leases and other rental agreements; handling the eviction of tenants; preparation and processing of legal notices; handling all types of matters involving local governmental agencies and departments; handling issues involving compliance with ADA, including litigation; and representation of property management companies. 

Not for Profit Entities

Our attorneys understand the special needs of trade associations and other nonprofit entities. We specialize in helping corporations deal effectively with governance, succession, and corporate records, as well as employment matters and dispute resolution.

Patents

• Initial invention disclosure, assessment and strategy
• Patentability analysis
• Freedom to Operate analysis
• Strategic market IP analysis, including competitor IP analysis
• Patentability strategy and global patent portfolio strategy
• Patent application filing and prosecution
• Patent maintenance tracking
• Licensing, sale, and enforcement
• M&A due diligence review 

Data Privacy and Cybersecurity

• Identification, development and review of data security and privacy for data collection, data retention, employment, and sector specific requirements 
• Initial impact analysis and counseling of domestic and international compliance laws 
• Online terms of service, terms of sale and terms of use
• Records management and data security plans
• Record retention and destruction policies and schedules
• Subject access requests
• HIPAA compliance, including various clinical trial, research and other contracts and agreements
• Agreements with third parties who have access to confidential data, including data processing and service providers
• Data breach response, notification and mitigation
• Legal/litigation holds
• M&A due diligence review
• Privacy and data security awareness training