Corporate and Securities

We are business lawyers. We understand the needs and goals of our business clients and help them become successful. We advise businesses at all stages of their lifecycle, from a vision in the mind’s eye, to a startup enterprise, to a middle market company, or a publicly traded corporation. At whatever stage of growth or sophistication, we help our clients and their businesses identify their objectives and achieve them in an efficient and cost-effective manner.

Business Formation and Planning

We help startups and their founders understand the advantages and disadvantages of the different forms of business organization and determine the form most suitable to achieving their business objectives.

When client first comes to us, they may have a great business plan or model, but may not have thought through their long term goals for the business and the relationships among the founders, such as what would happen if one founder wants to quit the business or if a founder wants to sell his or her interest in the business. We help the founders identify their individual and collective goals, and document them in founders’ agreements, buy-sell agreements and/or shareholder agreements.

The founders of a business may also have their own skills and strengths that they bring to the table, as well as different amounts of funding. Control of the business is always a significant issue when there is more than one founder. We structure partnership or LLC operating agreements to reflect and document the rights and obligations of the partners or members and the governance structure of the entity.

A startup business is also heavily dependent on skilled and motivated employees and we advise companies on employment agreements and the implementation of stock option plans to properly incentivize their employees.

Private Securities Offerings and Public Company Securities Compliance

To a company that wants to issue equity securities, the securities laws are a bewildering maze. We counsel issuers and investors involved in private securities offerings on the availability of exemptions from registration or qualification under state and federal securities laws, and assist our clients in structuring and documenting private placements of securities and complying with the state “blue sky” and federal reporting requirements.

We prepare the private placement memoranda and subscription documents, and negotiate the terms of the securities to be offered, and any investor rights that may be granted, such as rights of first refusal, co-sale rights and registration rights.

We also advise publicly traded companies on their ongoing reporting and filing obligations under the US securities laws, including the preparation of proxy statements, quarterly and annual reports and other filings with the U.S. Securities and Exchange Commission, and on compliance with insider trading and antifraud requirements of the US securities laws.

Business Transactions and Contracts

An evolving business may need to acquire new businesses or divest businesses; enter into strategic alliances or joint ventures; or restructure the ownership, control or capital structure of the company. We structure, negotiate and document the purchase and sale of companies, divisions and assets. We assist clients in structuring strategic alliances and joint ventures for product development, joint marketing or intellectual property licensing.

We advise borrowers and lenders in financing transactions, including secured and unsecured loans, and the negotiation of loan agreements, security agreements, promissory notes, guaranties and related documents. We help secured lenders protect their security interests through security agreements, deeds of trust, UCC filings, recordation of liens and other mechanisms.

We also advise clients in the acquisition, disposition, development, managing and leasing of real estate.

In addition to transactions, a business has needs for a variety of contracts during its normal course of operations. In many instances, a business can benefit from legal counsel regarding the terms of such agreements, which can result in obtaining better terms and minimizing risk. By way of example, we have prepared and negotiated the following types of commercial contracts: confidentiality and nondisclosure agreements, consulting and employment agreements, manufacturing and distribution agreements, procurement and vendor contracts, and website development, sponsorship and advertising agreements.

Healthcare

Healthcare is one of the most regulated industries in the U.S. We understand that the paramount goal of healthcare providers is to provide healthcare services to their patients. To achieve this goal, we help them comply with requirements of law in the organization and management of their businesses. We provide legal advice to physicians and medical groups on initial formation of professional corporations, obtaining fictitious business names in compliance with professional requirements, and negotiation of physician employment and physician recruitment agreements and management services agreements. We provide legal advice to healthcare entities regarding compliance with California and federal laws regarding self-referral, fraud and abuse and privacy and security of health information. We also serve as regular outside counsel on international contracts to a number of pharmaceutical companies and subsidiaries of foreign pharmaceutical companies in Mexico.

Technology and Outsourcing

Technology companies and their customers have their own specialized legal needs. Although we do not prosecute patent applications before the USPTO, we work closely with specialized patent prosecutors in devising a comprehensive strategy for protecting patentable technology. We help them safeguard their trademarks, copyrights, other intellectual property and trade secrets with appropriate trademark filings and implementation of confidentiality and invention assignment agreements. We recommend that our clients perform trademark searches and make trademark filings before they start using a trademark. This practice prevents potential infringement claims after the client has invested time and effort in developing the goodwill of a trademark.

We provide counseling to software companies or their licensees regarding software development agreements, technology licensing agreements and application service provider (“ASP”) agreements, including provisions for software maintenance and performance standards. Companies may desire to outsource a number of functions, including call centers, customer relations, help desk support or data mining and marketing and we have negotiated a number of outsourcing agreements for different types of services.

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