Business Lawyers Blog

Asset Sale vs. Stock Sale in Los Angeles: Choosing Structure That Reduces Risk

July 24, 2026 | Christopher G. Addy

In most mergers and acquisitions, buyers choose between acquiring the target company’s assets or purchasing its stock. Each approach carries different implications for liability exposure, contract rights, tax treatment, and post-closing integration. Business owners and executives evaluating an acquisition should understand these distinctions before negotiating transaction terms.

Structure Law Group, LLP Los Angeles M&A attorneys advise buyers, sellers, founders, and investors on mergers and acquisitions throughout Los Angeles and California. The following overview examines key differences between asset purchases and stock purchases, including considerations that may influence risk allocation between the parties.

What Are the Differences Between an Asset Sale and a Stock Sale?

Buy-Sell Agreements for Silicon Valley Business Owners: Deadlock Clauses and Exit Options that Work

July 17, 2026 | Christian Binder

Disagreements among shareholders or LLC members can create significant operational challenges, particularly when the owners cannot reach consensus on important business decisions. Prolonged deadlock may delay strategic initiatives, affect management decisions, and create uncertainty for employees, investors, and other stakeholders.

To address these risks, many shareholder agreements and LLC operating agreements include deadlock provisions that establish procedures for resolving disputes and moving the business forward when owners reach an impasse. A corporation lawyer in Silicon Valley examines common deadlock mechanisms and the role they play in corporate governance.

CA Buy-Sell Agreements: Deadlock Clauses and Ownership Exit Options

Protecting Trade Secrets in Los Angeles: Policies and Contract Clauses That Hold Up

June 26, 2026 | Chris Tarpley

Trade secrets are vulnerable whenever confidential information is shared with employees, contractors, or other personnel as part of day-to-day operations. Without clear internal policies and enforceable agreements, proprietary information may be disclosed, misused, or retained after an individual leaves the company.

Structure Law Group, LLP’s Los Angeles intellectual property lawyers advise businesses on legal strategies to protect trade secrets and other proprietary information, including the drafting employment agreements, confidentiality provisions, and internal policies designed to support enforcement under California law. The following are several practical measures companies should consider when evaluating trade secret protection.

Protecting Trade Secrets: Essential Safeguards

Independent Contractor Agreements: Protecting Company IP

May 29, 2026 | Mark Manalo

Independent contractors generally retain ownership of the intellectual property they create unless an agreement provides otherwise. Therefore, businesses that engage contractors should address this issue at the outset to avoid uncertainty over ownership of work product developed during the engagement.

A well-drafted independent contractor agreement can establish that intellectual property created in connection with the contractor’s services is assigned to the company. The Silicon Valley intellectual property lawyers at Structure Law Group, LLP regularly advise businesses on drafting and negotiating independent contractor agreements that address intellectual property ownership and related protections. Below are several key provisions companies should consider addressing in these agreements.

Work Made for Hire Clauses

Oregon Requirements for Foreign Entities Doing Business in the State

May 22, 2026 | Jackie Ford

Oregon has a deep consumer market, and many businesses are seeking to enter the marketplace. However, foreign corporations and other entities such as limited liability companies need permission from the state before they begin performing transactions. These entities also must fully understand their tax obligations, which typically require registering with the Oregon Department of Revenue. Although Oregon welcomes business entities from around the world and the other 49 states, it’s critical to ensure that you meet all obligations. Below, we examine some of the most significant requirements for doing business in Oregon. Contact an Oregon business lawyer from SLG for assistance with your specific situation.

Applying for Authorization

Under ORS 60.701, a “foreign” corporation (meaning any non-Oregon corporation) may not transact business in Oregon unless authorization has been granted by the Secretary of State. There are similar statues for limited liability companies and other business entities. In general, most business activity conducted in Oregon requires a formal application for authorization.

Operating Agreements for Silicon Valley LLCs: Clauses That Prevent Member Disputes

May 8, 2026 | Christian Binder

An operating agreement serves as the foundational document for a limited liability company (LLC). It functions as the equivalent of a partnership agreement. A well-crafted operating agreement should proactively address potential member disputes by clearly delineating each owner’s rights and responsibilities. It should anticipate common disputes, such as the circumstances surrounding the sale of an ownership share, retirement, or death of a member.

Structure Law Group, LLP, can draft operating agreements for your business. Speak with a Silicon Valley LLC business lawyer in a private consultation. The sooner you draft this critical document, the more protection you receive.

Operating Agreements in CA LLCs: Preventing Member Disputes

Corporate Formalities in Silicon Valley: What Small Corporations Should Document Each Quarter

May 1, 2026 | Mark Manalo

Many closely held corporations focus on operations, growth, and financing, but corporate formalities remain important for small companies. California law does not exempt smaller corporations from maintaining accurate records, documenting governance decisions, and preserving financial and tax information. When businesses postpone these tasks, they can create avoidable risk in the form of tax issues, internal disputes, audit exposure, or challenges to limited liability protections.

For small corporations in Silicon Valley, establishing a quarterly documentation process helps management keep corporate records current and reduces the burden of reconstructing important information later. Regular recordkeeping also strengthens the company’s ability to respond to lenders, investors, regulators, and potential litigation. The following categories highlight records that corporations should review and maintain each quarter as part of sound corporate governance.

Speak with a Silicon Valley corporations lawyer at Structure Law Group, LLP, for assistance gathering and compiling this information.

Common Partnership Disputes Among Oregon Business Owners

April 24, 2026 | Sean Badgley

Business partners, whether as members of an LLC, or Directors or Shareholders within a corporation, often find themselves at loggerheads regarding both short-term and long-term objectives. Unfortunately, when partners don’t see eye to eye, they can compromise the success of their venture and increase the risk of litigation. At Structure Law Group, LLP, we regularly represent partners in various disputes and encourage you to contact an Oregon partnership lawyer to discuss the next steps and provide advice to move forward. Below, we look at some of the most common partnership disputes we help resolve.

Disputes Related to Employee Hiring and Retention

As a partnership grows, if often becomes necessary to hire additional staff. This is a critical moment, and one with real consequences. Often, partners disagree about who is the best hire, as well as whether it’s time to let an employee go. For example, some partners seek to hire family members, while others might not believe they are the right choice. Ideally, these business partners executed a clear, written agreement that addresses these questions. Practically speaking, this is often not the case. In such situations often call for deft handling and a diplomatic approach to achieve a workable compromise or final resolution.

Common Legal Mistakes Made By Oregon Small Businesses

April 3, 2026 | Jackie Ford

Starting a small business in Oregon presents a range of legal and operational challenges. While a strong business concept and capable team are important to long-term success, proper legal planning is equally essential. Overlooking key legal requirements or making common compliance mistakes can expose a business to unnecessary risk, regardless of how promising the business plan may be. Below are several legal pitfalls that many small businesses encounter. Businesses facing these issues may benefit from consulting with Structure Law Group and speaking with an Oregon business litigation lawyer.

Choose the Correct Oregon Business Entity

The business entity chosen at formation can have significant legal and financial consequences as the company grows. For example, general partners in a partnership are personally liable for partnership debts, while members of a limited liability company (LLC) typically receive protection from personal liability. Understanding how different business structures allocate risk is an important step when bringing a business idea to market.

Confidentiality and Non-Disparagement Restrictions Under the Oregon Workplace Fairness Act

March 20, 2026 | Jackie Ford

Under the Oregon Workforce Fairness Act (OWFA), employers are generally prohibited from entering into agreements with employees that include either a confidentiality provision or a non-disparagement provision. The law aims to empower employees to speak out about discrimination and sexual assault, which the legislature has recognized as being in the public interest. Therefore, employers should avoid including these prohibited provisions in their agreements. Contact the Portland office of Structure Law Group, LLP, for help with understanding your obligations under the law. An Oregon employment law attorney can discuss any potential lawsuits, and our firm can provide confidential advice, and draft settlement or other agreements for use with employees.

Broad Prohibition on These Restrictions

The law does not ban all confidentiality or non-disparagement agreements. Instead, it limits these agreements when they relate to discrimination or sexual assault. A confidentiality agreement cannot stop an employee from discussing or revealing any conduct that counts as discrimination, including sexual assault, whether it happens between employees or between an employee and employer.