Articles Posted in Corporations

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Fotolia_172702870_Subscription_Monthly_M-1-300x187Successful merger and acquisition (M&A) transactions often rely on how well the parties involved communicate and how efficiently they can complete negotiations and due diligence. There are many steps that have to occur from initial interest in an M&A to full signature, payment, and completion of the transaction. Both parties, the buyer(s) and the seller(s), need to make sure the transaction is mutually beneficial. The Letter of Intent is one important step in this process.

Purpose of an LOI

The first step in formalizing any M&A transaction is usually a Letter of Intent (LOI). This document can sometimes also be called a Memorandum of Understanding (MOU). The LOI is a written document that outlines the buyer’s initial intentions and may include pertinent information and conditions related to the transaction. The delivery of an LOI to another party presents the seller’s intentions and begins potential negotiations. If you are the party issuing an LOI, you will want to make sure your letter is professional, clearly communicates your intentions, and sets forth realistic expectations. An experienced M&A attorney can assist in the drafting of your LOI.

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How Can a Founder be Removed as an Employee?

You may expect the founder of a company to remain in charge of the enterprise until it the founder either retires or the company closes up shop. After all, the company would not exist without the founder, so they should retain control over their own business, right? However, there are situations where founders and CEOs are removed from their positions in an organization.

It may not seem fair that a founder starts a business from scratch, work long hours every day to build the business, find investors, and then have the investors decide that someone else should lead the company in further growth. When money is on the line, however, investors will make sure to do what is best for the company. Ousting founders seems particularly common in the tech industry, and the following are only some examples of removed founders:

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Technology is an integral part of our business in this fast-paced world. This is true no matter the size of your organization, especially in the Bay Area. Managing contracts efficiently and effectively can be a burdensome task, but a critical one. Contracts form the basis for almost every deal we do. They are inherently important. Nowadays, there is software for virtually almost any application, including contract management. Considering a system to manage your Bay Area contracts can help to streamline your business.

What is a Contract Management System?

Contract management can mean different things to different businesses. In the general sense, contract management is the process a company uses to create, negotiate, execute, and track contracts. A contract management system is an automated system that helps streamline various components of contract management. There are many Bay Area and national companies that offer various software to manage contracts. At the heart of these systems is the ability to use it as a repository for legacy and new contracts, increase the operational process of contract drafting, and automate as much of the process as possible.

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For decades, the traditional 40-hour per week work schedule has involved working five eight-hour days per week, often Monday through Friday. However, in recent years, many companies have realized the benefits of offering alternative work schedules for employees. Such benefits include improved job satisfaction, employee morale, additional opportunities for public service, reduced time off work for medical appointments and child-related obligations, and more.

Employees have many reasons for preferring an alternative schedule to the traditional nine-to-five. A popular schedule is working four 10-hour days in a week and having a consistent three-day weekend. However, California overtime laws traditionally required employers to pay overtime rates – time-and-a-half regular hourly pay – for any hours worked over eight in a day. In recent years, the legislature adapted California law to address new employment trends to allow and even encourage employers to offer alternative workweek schedules (AWWS) to employees without paying overtime rates.

Employers should be careful to comply with all relevant laws when offering an AWWS to employees in order to prevent liability. If you are considering offering an AWWS, it is always wise to first consult with an experienced employment and business attorney.

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Fotolia_171059478_Subscription_Monthly_M-300x200A right of first refusal is an important legal right in business law. It gives a certain party the opportunity to engage in a transaction before another party can do so. The right of first refusal can be used in many different contexts and can be extremely important for many companies. If a right of first refusal is granted and not subsequently honored, it can lead to a legal dispute.

If you are including a right of first refusal provision in a contract, you should always have a skilled business lawyer review the contract to ensure the provision properly protects your rights. We can also ensure the contract allows you the appropriate remedies should another party breach the contract provision.

Situations Involving a Right of First Refusal

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It is always advisable for employers to have an employee handbook, which will contain important information that protects you legally. Even if a company only has a few employee, without a handbook, it might expose itself to the greater risk of a lawsuit regarding sexual harassment, wrongful termination, and other wrongful treatment of employees.

What to Include in Your Handbook

A handbook is a great reference for employees, who can return to the handbook if they have questions. A handbook also forces employers to carefully consider their philosophy and the rules of the business. An adequate handbook should contain:

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Fotolia_75565417_Subscription_Monthly_M-300x200If your business employs workers in California, you need to be aware of California laws that govern employer obligations and employee rights regarding overtime. Employer compliance is strictly enforced, and a failure to comply can result in a class action lawsuit against your business. California courts are known for being very employee-friendly, which can mean extensive liability for employers in overtime claims. At Structure Law Group, we can help your business understand the obligations regarding overtime and assist it with a plan to help manage those obligations.

Exempt vs. Non-Exempt Employees

California law requires overtime to be paid to all non-exempt employees. An employee is only exempt if they fit into a specific category codified by the State of California Department of Industrial Relations. The list includes many professions and occupations, but some of the more common business classifications for an exempt employee includes:

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Starting a business partnership can be very exciting. You are ready to hit the ground running with your new venture. However, you will want to pause and make sure you have your legal interests well documented and in order before you jump into starting the business. The corporate attorneys at Structure Law Group understand the intricacies of forming a partnership and putting safeguards in place should a problem later arise.

California Partnership Legal Classifications

General Partnership

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Fotolia_206780729_Subscription_Monthly_M-300x129Hiring a new employee is an important business decision that can impact your business’s success. You must take the necessary steps to protect both your business and keep your employee happy, especially today when the unemployment rate is at a historic low . If your San Jose business is considering hiring a new employee, there are some things you might consider.

Confidentiality Agreement

Your business likely has certain information it must keep confidential. This might be company trade secrets, business methods, and sensitive employee or customer data and information. Liability concerns and legal compliance with laws (e.g., HIPPA) require a business to have safeguards in place. One of these safeguards might include a confidentiality agreement.  A confidentiality agreement is a specially crafted legal agreement that an employee signs upon acceptance of his or her employment, or inherently agrees to through the employee handbook. The agreement should include remedies if an employee breaches the confidentiality agreement. A skilled San Jose business attorney can assist your business in drafting the necessary agreement tailored to your business’s needs.

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Fotolia_180008799_Subscription_Monthly_M-300x200Startup companies often use stock options to attract new quality talent. If you have decided to do so, there are some special considerations when deciding the best approach to compensate your employees. Two common approaches include restricted stock and stock options.

What is Restricted Stock?

Restricted stock is a stock plan that gives particular employees a right to purchase stock shares. These restricted shares may be at a discounted value, fair market value, or even at no cost. Despite the right to buy the restricted stock, the shares are not actually owned by the employee until a particular triggering event occurs. For example, a company may restrict the transfer of the stock until a particular amount of time has elapsed (e.g., three years from the date of hire). Another example would be a condition regarding company performance (e.g., $1m in gross revenue). The employee then takes possession after the triggering event occurs, thereby lifting the “restriction” on the stock.

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