Mergers & Acquisitions
Strategic outcomes — whether for growth or exit — depend upon the success of significant transactions. We advise buyers and sellers on the business, employment, IP, and tax aspects of taxable and tax-free mergers, reorganizations, asset purchases and sales, recapitalizations, buy-outs, and spin-offs. Our services include drafting and negotiating term sheets and deal documents, due diligence, closing, and integration guidance.
Corporate Law & Commercial Contracts
The value of a business is driven by its operational success over time. We advise businesses, owners, and managers on the legal aspects of operational matters, including leasing, licensing, financing, and employment contracts, corporate law compliance, and regulatory matters.
Start-Ups & Venture Formations
Crucial legal decisions must be made at the formation of a new business or investment vehicle. We advise clients on the business, state law, and tax implications of the choice of entity (such as corporations, partnerships, and limited liability companies), assist with the necessary formation filings, and advise on negotiations of agreements among owners, investors, and lenders.
Taxes impact the bottom line. We work with small and mid-sized businesses and their owners to understand their business objectives, and then recommend structures and strategies to achieve those objectives with optimal tax efficiency. Tax structuring advice includes fundamental issues at formation (such as choice of entity) as well as structural issues arising in the context of equity financing, debt financing, and equity compensation. We also work with individuals to achieve their income, estate, and gift tax planning objectives.
Transaction Tax Advice
Significant transactions carry significant tax consequences. We advise our clients on the tax consequences and tax planning strategies related to taxable and tax-free mergers and acquisitions, asset purchases and sales, inbound and outbound investments, partnerships, joint ventures, leases, financings, and other transactions.
Quantifying expected tax results is essential to properly understanding the tax consequences of a business structure or transaction. We assist clients in preparing models that estimate the after-tax results of the alternative structures and transactions being considered.
TRUSTS & ESTATES
Essential Estate Planning Documents
Estate planning is really life planning. We help our trusts & estates clients prepare for all stages of life. First, we listen. Then, we counsel and work with each client to develop a plan that meets their specific life goals — whether it's planning for a family, incapacity planning, preparing for retirement, minimizing taxes, creating a legacy, or ultimately passing on their assets to the next generation. We incorporate basic estate planning tools such as wills, trusts, health care directives, and powers of attorney.
Advanced Estate Planning Techniques
In addition to assisting our clients with their essential estate planning documents, we also advise clients on complex estate planning situations involving estate tax and gift tax considerations and complicated wealth transfer objectives. Examples of such advanced techniques include family limited partnerships/family limited liability companies, generation-skipping trusts (GSTs), charitable remainder trusts (CRTs), irrevocable life insurance trusts (ILITs), grantor retained annuity trusts (GRATs), and grantor retained unitrusts (GRUTs).
Trust & Estate Administration
Carrying out a decedent’s wishes and managing fiduciary duties to beneficiaries can be daunting. We advise trustees, executors, and personal representatives in California regarding their trust and estate administration responsibilities under the governing instruments and state law.
Formation & Tax-Exempt Status
Founding a non-profit organization requires vision, passion, and resourcefulness. We guide non-profit founders through the numerous steps required to turn their vision into a realized legal entity, including state law formation, corporate governance documents, and preparing the applications for recognition of tax-exempt status by the Internal Revenue Service and state taxing authorities. We also advise non-profit boards and management on ongoing compliance matters and industry-standard best practices to ensure the non-profit organization is poised for success.
Operations & Compliance
Non-profit boards and management are often focused on mission and strategy, but they must also remain ever-mindful of ongoing operational requirements that pertain to maintaining tax-exempt status and remaining in good standing with state agencies, as well as matters related to general legal compliance. We assist non-profit organizations with the full range of operations and compliance matters, including employment matters, corporate law and contracts, executive compensation, tax compliance, intellectual property, and litigation strategy.
Transactions & Investments
Non-profit organizations must navigate a complicated web of laws, regulations, and industry practices when engaging in significant transactions and making large investments. We advise non-profit organizations on mergers, acquisitions, asset purchases, asset sales, and other material transactions with other non-profit and for-profit parties. We also advise non-profit organizations on the legal and tax implications of significant investment activities, including implications for federal and state excise taxes and the unrelated business income tax.
OUTSIDE GENERAL COUNSEL
Handling employee issues can be invigorating and frustrating for any employer. Our firm advises employers on a variety of issues, including employment contracts, compensation arrangements, discipline, terminations, reductions in force, regulatory compliance, workplace policies and procedures, and workplace investigations. We review and draft employee handbooks, workplace policies, and employment, severance, and non-competition agreements. We also provide training to help employers comply with California’s mandatory sexual harassment training laws.
The significance of business branding through trademarks, logos and trade dress cannot be underestimated. Effective branding promotes goodwill in the marketplace, distinguishes businesses from competitors, and confers quality. We offer a full range of trademark services, including clearance and registration, brand enforcement, corporate transactions and related agreements, and dispute resolution. We counsel clients with respect to name or logo availability, assess business risks associated with adoption of marks, and work with clients to maximize the value of their trademarks.
For small to mid-size business, the concept of corporate governance can be confusing. Our firm advises private companies, management, boards of directors and board committees on a full range of corporate governance and compliance matters including: the corporation’s governance structure, oversight function, risk management, D&O indemnification and insurance issues, and drafting and analyzing corporate governance materials, including bylaws, board committee charters, corporate governance guidelines, related party transaction policies, and codes of conduct and ethics.