Articles Posted in Corporations

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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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In the Silicon Valley technology sector, intellectual property is more than just a buzzword. It is an asset with the potential to generate significant income for years to come. Intellectual property includes patents, copyrights, and trademarks. Many employers protect their intellectual property with invention assignment agreements and confidentiality agreements.

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What types of Agreement can be used to protect my company’s intellectual property?

There are many different types of agreements that employers can use to protect their intellectual property. The appropriate one for your business depends on what specific protections your business wishes to enact. An invention assignment agreement is a contract that establishes the employer’s ownership over all creations (including patents, trademarks, copyrights, trade secrets, and other inventions) that are created at the employer’s expense on company time.

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In many instances, an offering memorandum – also commonly known as an OM or an “offering memo” – is something which is necessary in order to raise a certain amount of capital from corporate investors. This document is also one of the most important documents to hand to a company investor, in addition to the company’s business plan.

While the main purpose of a company’s business plan is to detail the company’s model and how the company plans to make money, the offering memorandum is a document which lays out what the company’s investors will obtain in return for their overall investment in the company. Once an offering memorandum is given to an investor, he or she can then choose to invest in the company based upon the financial information contained therein.

For more information about drafting a complete offering memorandum, you should contact the Silicon Valley corporate attorneys at Structure Law Group today.

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Fotolia_79495533_Subscription_Monthly_M-300x200Any business that deals with customers – meaning all businesses – has customers that are habitually slow to pay for the goods or services that they purchase. Unlike retail transactions such as those that occur at a grocery store, many business-to-business transactions are not immediately completed. Customers don’t necessarily have to pay before the goods or services leave the building. Payment terms might be 30 days net or 60 days net, but the customer has time to pay for what they have purchased. But what can you do when those 30 or 60 days pass by without a payment? And what can you do if that time continues to drag on and months go by without a payment from your customer?

Don’t Delay with Delinquent Customers

There are many reasons – and excuses – for delayed payments or nonpayment by customers. If you invoice by mail, it is possible that the invoice was not delivered, or that it was lost internally at the customer’s business. Depending upon the size of the business, it is possible that no one at the customer’s business knows that a bill has not been paid. Reasons and excuses aside, your business cannot afford to operate without being paid.

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Fotolia_189107114_Subscription_Monthly_M-300x200Perhaps more so than any other kind of business structure, a partnership is heavily reliant upon the personal relationships among the partners. If those relationships are good, the partnership has a much better chance to function smoothly. If not, the personal nature of partnerships generally means that rocky personal relationships will lead to a rocky business relationship. All too often, partners join up based on prior personal relationships that were good, only to find they did not consider business philosophies before forming the partnership. Business differences can lead to personal differences, making it that much more unlikely that the partnership’s problems can be worked out.

Start Early to Avoid Partnership Disputes

Partnerships often are formed by people working in the same industry or friends who develop an idea together. They are common in the practice of law, as well as in a number of different small businesses. Partnerships are frequently a few individuals joining together to start a business. There are steps they should take to minimize the possibility of disputes. These steps include:

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Despite the fact that everyone is entitled to their day in the court, the reality is that most cases are resolved out of court.  Many clients will approach their lawyers with the hope that they will be able to quickly get in front of a judge and explain their story—a vision of American justice that is reinforced in popular media and Court TV.  However, getting to trial is a long process and most cases never make it to trial.  In most situations, the cases take earlier exit ramps, such as informal out-of-court settlement, mediation, arbitration, or is resolved by a ruling before trial.  Even if a case is set for trial, it is very common for the parties to settle on the eve of trial.

Often, the cheapest and most efficient way for a dispute to get resolved is for the attorneys to work on an out-of-court settlement.  This can occur at any point either before or after a lawsuit has been filed.  Under this track, attorneys informally negotiate a resolution.  If the parties agree to it, the attorneys will memorialize the resolution in a settlement agreement.  This is often the quickest way to resolve a case, as it does not require any third-party intervention—it only requires the parties to work together to settle their differences and capable counsel to guide the parties through the process.

In addition to out-of-court settlements, cases often get resolved with the help of a neutral third-party.  For instance, cases often go to non-binding mediation before they move on to trial.  Indeed, more and more courts are making mediation a mandatory step before allowing the case to move to trial.  During mediation, the parties present their case to a neutral third party whose job is to facilitate a settlement agreement by working with the parties and their attorneys as a go-between. Sometimes, cases may end up in front of a neutral third-party who has the authority to make a binding decision.  For instance, if the parties signed an agreement for binding arbitration, a private judge will make the final decision and the parties must live with the decision whether or not they are happy with it.  Arbitration is usually less costly and more efficient than going to trial.

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Options When Faced with a Legal Dispute

When faced with a legal dispute, it is important to know what your options are. A San Jose business owner typically juggles multiple commercial relationships on a regular basis – vendors, clients, employees, contractors, and business partners. Given the nature of running a business, it is likely that a legal dispute will come up at some point. When this happens, it is very important to educate yourself on what your options are. Litigation can subject a business to unnecessary stress, be huge time sink, and cost you significant legal fees and expenses. Alternative dispute resolutions like mediation and arbitration are processes that may allow you and the other side to reach a solution that you both can live with without the substantial causalities that litigation typically entails.

The experienced San Jose corporate attorneys at Structure Law Group have extensive experience in litigation, mediation, and arbitration. They can discuss the pros and cons of each option with you and help you pick the best course of action for your business.

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Mergers in the tech world are quite common. In a merger, one or more companies combine to form a new company (i.e., legal entity). Mergers can be complex and have many moving parts. The transaction can often include legal documents, valuation, key deliverables, operational logistics, regulatory matters, and financing and payments. A Silicon Valley M&A attorney can assist with your merger M&A transaction and handle multiple facets of the transaction.

Structuring the M&A Transaction

A merger and/or acquisition is a term that can be used to represent several types of transactions. Some M&A transactions might include:

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