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AdobeStock_119342156-300x200Selling your business can be an exciting time. An acquisition can represent a new stage of growth for a company. However, a poorly drafted acquisition agreement can also jeopardize the legal and financial interests of business owners who do not adequately prepare for such an event.

What Issues Should Be Studied During the Due Diligence Process?

Each business is different, and every merger or acquisition requires a host of critical issues to be examined by both buyers and sellers.  Here are some – but of course not all – of the issues that must be addressed:

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AdobeStock_107108541-300x199Twenty years ago, the term “social media” meant an AOL instant message chat that likely wasn’t addressed in your employee handbook. But today, social media policies are workplace handbook essentials. Your employees may promote your company in one tweet while supporting viewpoints contrary to your corporate policies in the next. Use of social media platforms on work-based systems and networks is also a point of contention for many employers. In some rare instances, employees throughout the nation have even used social media on employer-supplied computers to conduct illegal activities.  Issues arise in Court because social media posts are not treated any differently than any other documentary evidence in a case, and all documents—unlike person-to-person conversations, live forever and can be spun and taken out of context.

Given the fast-evolving social media landscape, social media policies are no longer really optional if employers want to have a well-run businesses. You have the right to regulate your employees’ use of work-based systems.  An experienced California employment lawyer at Structure Law Group, LLP can help you draft employment agreements to protect you from potential social media disasters.

Defining Social Media in Your Employee Handbook

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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_83043455-300x200For many California businesses, initial public offerings are a thing of the past.  Founders of many startups now look to exit through acquisitions or asset sales. If you’re considering a merger, acquisition, or asset sale, don’t wait to prepare until you accept an offer. Properly preparing your company to minimize potential liability in a sale can take weeks or even months. Here are eight ways to prepare for an exit event in California:

  1. Consult a Corporate Attorney Now

 An experienced corporate lawyer can help you clear the way for a smooth exit transaction.  Focusing on corporate housekeeping before you enter into negotiations with a potential buyer can help to create a compelling first impression, eliminate the distraction of legal concerns that need to be addressed during negotiations, and ultimately reduce your potential liability.

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AdobeStock_152432443-300x200Human resources is a growing industry primarily because of the complicated federal, state, and local employment laws applicable to all businesses. From tax withholding and worker’s compensation insurance to non-discriminant hiring practices and immigration considerations, the hiring process can quickly overwhelm a business. The following specifications highlight the primary employment law considerations applicable to any growing companies. Although this list will be helpful, you should contact a qualified employment law attorney in your local jurisdiction as soon as you identify the need to hire employees, as there are even laws that apply to the advertising process.

Insurance Requirements

Companies consisting only of contractors and non-employee owners are not subject to the same health, disability, unemployment, liability, and worker’s compensation insurance requirements applicable to “employers.” While carrying liability insurance, such as renters or property insurance, is always a best practice and may be required by local law, federal and state law requires employers to carry the following insurance:

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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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Real-Estate-Investment-1-300x200It is often said that real estate, especially in California, is a strong and smart investment. Investing in commercial real estate in California can have both long and short-term financial benefits.  One may receive passive income from renting commercial real estate, which often includes operating costs for items such as tax, insurance, and common area and general maintenance and as Silicon Valley grows, the property may well appreciate resulting in substantial profits when the decision is made to sell the property. As such, many California companies are either investing in real estate or purchasing their own commercial properties to help offset the high costs of operating in Silicon Valley.

A common and effective way of holding commercial real estate is by forming a California real estate holding company – an entity that holds title to the real estate so as to attempt to minimize the owner’s overall liability in connection with the property and particularly with respect to litigation. The experienced San Jose real estate lawyers at Structure Law Group, LLP can evaluate your real estate investments and help you form an entity to protect your interests.

Benefits of Investing in Commercial Real Estate through a Real Estate Holding Company

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Acquisition is the goal of many Silicon Valley startups. Whether you’re selling to another owner, dispersing your assets, or merging with an industry leader, there are three main types of private acquisition structures: merger, asset acquisition, and stock acquisition. There are benefits and fallbacks to each type of acquisition, and you should work with Silicon Valley mergers and acquisitions attorney at Structure Law Group, LLP to discuss your options.

Primary Private Acquisition Considerations

While there are many unique factors to consider before selecting an acquisition structure, corporate attorneys generally recommend you emphasize the following:

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AdobeStock_125549643-300x200Employee benefits can be goods, services, or deferred compensation provided to employees in addition to wages. Federal law governs certain mandatory employee benefits, such as sick leave under the Family and Medical Leave Act (“FMLA”), while other benefits are voluntary perks of employment. In addition to the minimum requirements required by federal law, many states, including California require additional benefits.

For example, California requires employers to pay into or carry short-term disability insurance. Understanding mandatory employee benefits and the laws governing the same are crucial to starting a business in California. Business of all sizes that fail to adhere to federal and state employee benefits regulations may face costly litigation and/or tax penalties.

Types of Employee Benefits  

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