General Corporate Lawyer for Minority Shareholder Rights, Contracts and Other Corporate Law Matters

Representative Transactional and Advisory Work

Corporate Law Results

Corporate law is most commonly known as the area of law that encompasses businesses including start up, privately held companies and publicly owned companies. Corporations are legal entities with numerous relationships -- shareholders, board members, officers, employees, vendors, banks, and customers. Our role as general counsel or corporate counsel is to manage all the legal issues facing the coporation as it executes on its growth plans.

Depending on the size and needs of the company, a general counsel attorney may be enlisted to work exclusively for a company. For example, large corporations maintain a large "in house" staff, and also hire a large number of outside attorneys. Many smaller corporations prefer to have a signel general counsel to lead and manager the corporation's legal needs.

We offer outside general corporate counsel for companies. Our corporate legal services include transactional work, litigation ( arbitration or civil court) and mediation, and litigation. . We work to represent our clients' interests, within the boundaries of the law with the goal of achieving the best possible results for our clients. Simply put, our goal is to leverage our firms legal skills and resources to help the Company achieve its business goals.

Here is just a representative sample of the successful corporate results we've achieved for our clients:

Single Point of Contact as Outside General Counsel: contract negotiation and drafting (joint ventures, distribution, content licenses, master consulting agreements, management services agreements, employment contracts, leases, subleases, assignments, settlement agreements); compliance with state and goverment agencies; corporate compliance (notices, minutes, resolutions, by laws and operating agreements); leading mission-critical corporate transactions from start to finish; leading litigation prevention strategies; leading litigation strategy whether in civil court, arbitration or mediation; and identifying, selecting and managing specialists where appropriate
Advised client on possible "roll up" transaction
Advised minority shareholder rights for an employee on the negotiated sale of his membership interest
Drafted and delivered Inspection demand for shareholder of publicly traded corporation
Representing corporate client in post-acquisition dispute resolved via JAMS mediation
Represented privately held company founder in exchange fund transaction
LLC (limited liability company) formation
LLC (limited liability company) formation for real estate acquisition and development
LLC (limited liability company) formation for real estate acquisition and condominium development
Represent co-founder with respect to his ownership interest in high-profile, venture-backed web 2.0 company
LLC (limited liability company) formation for real estate investments
Professional corporation formation for dental practice
Private Placement Documentation for Rule 506 Offering for "indie" film financing for the movie "Guides"
S-Corp formation and drafting of high-six figure international software development outsourcing agreement
Represented co-founder/key employee in negotiating LLC Ownership Interest, Operating Agreement and Employment contract, for a start-up servicing the hospitality industry
Outside general counsel to large franchisee ownership association, whose membership generates approximately $250,000,000 in revenue, annually
Contracts: Content licensing agreement for creator of children's DVD featuring famous paintings and musical compositions Molorakarts
Completed Rule 506 offering, raising over $200,000 for SwingGizmo
Compliance for software consulting firm
LLC migration from Nevada to California
S-Corporation formation for leading distributor of medical implants
Compliance review for leading equity based real estate lender
S-Corporation formation and general counsel work for professional service agency
Formation of an LLC (limited liability company) to acquire stake in Real Estate Development
Represented foreign-based client in efforts to acquire a U.S. based business. Provided general counsel advisory, business plan review, due diligence and financial modeling support
Contracts: Employment agreement and deferred compensation plan for client's employees
Business plan research and creation
Contracts: Licensing Agreement. Music licensing agreement for creator of compilation CD, San TRANCEcisco
Contracts: Distribution Agreement. Negotiation of an exclusive territory distribution agreement Letter of Intent
LLC (limited liability company) formation for company incubator
LLC (limited liability company) formation and technology distribution agreement for consumer product start up

Verdicts and Settlements from pre-litigation, litigation, mediation and arbitration can be see below:

Represented client in breach of license matter relating to amounts owed totalling $50,000. Result: Full payment to our client without the need to file a complaint.
Defended business owner who was being sued personally for over $500,000. Result: After a 3 day arbitration, the Plaintiff was awarded only $7,000 plus interest, or about 1% of his pre-arbitration demand. (NASD Award, Case #01-05745, April 15, 2004)
Represented client, an owner and former employee of very successful privately-held company, with respect to his claims against his former company. Result: After a 1 day mediation, the parties settled with our client receiving a mid six-figure lump sum payment.
Advising foreign company with respect to breach of contract collection action in excess of $250,000 against U.S. based entity
Represented business owner in successful collection of approximately $30,000 in commercial debt

Terminology: "Low" is 0 to 19.9%; "Mid" is 20% to 79.9%; "High" is 80% to 100%
For example: Low five figures is $10,000 to $19,999; Mid five-figures is $20,000 to $79,999. High five-figures is $80,000 to $99,999. Low six-figures is $100,000 to $199,999; Mid six-figures is $200,000 to $799,999; High six-figures is $800,000 to $999,999. Low seven-figures is $1,000,000 to $1,999,000; Mid seven-figures is $2,000,000 to $7,999.999. High seven-figures is $8,000,000 to $9,999,999.

All references to amounts are on a gross basis, and all references to "Plaintiff" or "Defendant" are for convenience of understanding and do not necessarily indicate that a complaint was filed in civil court or arbitration.