Articles Posted in Corporations

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debt-collecting-300x201Effective business owners know that all assets and liabilities must be properly managed. Debts owed to a business are assets, and if these debts are not repaid, the asset is mismanaged. A business debt collection attorney can help your business realize the full value of your debt assets. Call Structure Law Group at (408) 441-7500. Our experienced Silicon Valley business lawyers can help your business explore all options for collecting debt and execute the strategies that are right for you.

Debt Recovery Strategies

Experian recently released a list of their recommended debt collection strategies. They include:

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AdobeStock_89081213-300x200You had the idea but not the finances, so you approached a venture capitalist. She invested $100,000 in exchange for a 25% equity stake in your new corporation. You were still the majority shareholder, so her equity share never affected day-to-day operations. As your company began to grow, you partnered with like-minded individuals, merged corporations, incorporated new ideas, and continued to sell equity to fund your ventures. Your cap table gets more complex each year, and one day you realize you’re no longer the majority shareholder. In fact, your partners are working with the 25% stakeholder to squeeze you out.

Founder fights commonly occur as companies grow. The more successful your corporation, the more people want a piece of it. Founder breakups are the most common reason start-up companies fail and should be addressed early by an experienced business litigation attorney at Structure Law Group, LLP.

Most Common Reason for Founder Breakups 

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AdobeStock_279822215-1024x683LLCs are a popular business entity that can provide comprehensive legal protection. Unfortunately, business owners who do not properly form or operate their LLCs can still be personally liable for the debts and liabilities of the business. Call Structure Law Group at 408-441-7500 to schedule a consultation with one of our experienced lawyers. We have helped many business owners throughout California protect their assets and rights through solution-oriented counsel and representation.

What is an LLC?

A limited liability company (LLC) is a type of business entity. When formed and operated properly, an LLC can protect business owners from liability, and shield their assets from being used to satisfy the debts of the business. This is because the LLC is a separate legal being from the individuals who own it. As a result, creditors can only access assets in the LLC’s name to satisfy the debts of the LLC. The owner’s personal assets are not available to business creditors.

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change-300x200Many of the world’s most successful businesses began as garage-based partnerships. A family selling grandma’s cakes from its home in 2010 may have a national following by 2015. Unless you’re already a national corporation, most California-based businesses begin as partnerships or sole proprietorship’s.

There’s a purpose behind every business entity offered by the State of California. Partnerships can be limited, as they often fail to offer the same level of legal protection as corporate entities. If you’ve outgrown your partnership and are looking to incorporate or form a business in California, the renowned business entity attorneys at Structure Law Group can help. We’ll review your business plan and advise you on all stages of entity selection and formation, including choosing a corporate entity that is suited to your business.  We will also help prepare and file your conversion paperwork, if needed. To schedule your free consultation with a California business attorney, call us today at 408-441-7500 or contact us online.

The Difference Between Partnerships and Corporations

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AdobeStock_273884130-300x200“Piercing the corporate veil” is a legal colloquialism used to describe the removal of corporate entity protection to hold shareholders or directors personally liable for corporate debts and liabilities. Limited corporate liability in California, whether through a limited liability company, limited liability partnership, or corporation, is the foundation of the corporate form. Closed corporations are the most susceptible to veil piercing, but corporate protections are difficult to remove absent illegality or serious corporate misconduct.

The Presumption of Limited Liability

Anytime damages are sought directly from a corporate subsidiary, parent company, shareholder, or director, California presumes corporate protection. The plaintiff must overcome this presumption based on the facts of each case. This can be done in two ways:

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Trade-Secrets-300x169The federal Defend Trade Secrets Act (“DTSA”), which is mirrored by the Uniform Trade Secrets Act (“UTSA”) adopted by most states, provides employers with legal recourse after the misappropriation of their trade secrets. Whether employer trade secrets, defined as information that derives economic value by not being generally known, are illegally accessed by hackers or stolen by employees, there is no legal recourse for the theft under the DTSA if the trade secrets weren’t adequately protected. It is a necessary element of a claim for damages under the DTSA and related state legislation that an employer took reasonable precautions to protect its trade secrets. What constitutes “reasonable precautions,” however, is dependent on the facts and circumstances of each case.

Protecting Confidential Information & Trade Secrets from Employees

Not all confidential information qualifies as a trade secret. Accordingly, business practitioners recommend protecting confidential employer information from employee misuse through stringent employment contracts and confidentiality agreements. Its recommended employers insert the following clauses into their employment agreements:

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A market standoff agreement – also known as a lock-up agreement – is a legal contract which prevents company insiders from selling their shares in the company on the stock market for a certain period of time following an initial public offering (IPO). In most cases, the specified period of waiting time (i.e., the term of the market standoff) is typically 180 days. However, in some cases, the term can be anywhere from 90 days to one year.

The primary purpose of a market standoff agreement is to give the market time to “absorb” or “catch up” to the sale of recent new stock shares which are issued as part of the IPO. Otherwise, if company insiders or other individuals who hold stock in the company begin to sell their shares immediately, the stock’s value will more than likely decline quickly.

In most cases where company stock is issued to company employees, there is a standard clause in the written agreement which allows for insider sales to be locked during the IPO period. For more information about whether you or your company need a market standoff agreement, you should contact the corporate attorneys at Structure Law Group as soon as possible.

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Business law  frequently consists of contractual relationships. Contracts between business owners, shareholders, employees, clients, and vendors  are the very bones on which many businesses are formed. A single breach of contract litigation case in California, like a single broken bone, can cripple your entire business. For this reason, California law permits businesses to recover monetary damages for a breach of contract. Some damages are available by statutory law while others are specified in the contract. Strong business contracts can make or break your company. While you can’t prevent a breach of contract, you can often design contracts to maximum your position.

Litigating a Breach of Contract Case with a Los Angeles Litigation Attorney 

California Breach of contract litigation can get complicated, but a plaintiff Los Angeles Litigation Attorney must prove the following basic elements:

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So, you’ve decided to incorporate your business in California and form a corporation. This corporate structure provides multiple benefits in California, including certain California tax benefits and legal protections. Every state has different requirements for forming a corporation, and California is no different. Whether you’re incorporating a new business, a small business converting to a corporation, or a multi-national corporation coming to the states, the experienced corporate attorneys at Structure Law Group, LLP can help. Contact our experienced business attorneys at 408-441-7500 or online to schedule your free corporate consultation.

Types of Corporate Entities in California 

There are multiple types of business entities in California. From a sole proprietorship to a general stock corporation, you must choose the entity that’s right for you. Once you elect to form a California corporation, you must choose which type of corporation best suits your business. California recognizes the following types of corporations:

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Avoiding the Most Common Business Lawsuits 

Defending against any lawsuit has the potential to sink a Silicon Valley start-up. You must defend against even frivolous litigation especially so in today’s fast-paced and ever-expanding startup industry. There is no way to bulletproof a business from all litigation, but there are ways to greatly reduce the likelihood of lawsuits and their financial impact on your business. The experienced business litigation attorneys at Structure Law Group, LLP can help advise and protect start-ups against business litigation before it happens. While you can’t protect against all litigation, you can protect against the most common legal complaints against businesses. Business attorneys commonly defend against the following lawsuits:

  1. Breach of Contract Claims – Sometimes start-ups enter into contracts that aren’t favorable, or they run out of funding to fulfill their obligations. The business lawyers at Structure Law Group can review and draft the terms of any proposed contracts and include certain protective indemnification and liquidated damage clauses to reduce the cost of or prevent litigation.
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