Contracts (Confidentiality, Employment, IP licenses, Independent Contractor, terms and conditions of sale and purchase)
Drafting
Review, advice and negotiation
Business Transactions
Purchase and sale of goods and services
Stock offerings
Advice re compliance with state and federal regulations
Drafting offering documents
Resolution of business disputes (outside litigation)
Business Formations/Startups
Formation of corporations, limited liability companies, partnerships, joint ventures and sole proprietorships
Advice on differences in forms of entities
Advice on relative costs
Preparation of partnership agreements, shareholder agreements, LLC operating agreements, joint venture agreements, articles of incorporation and related documents
Filings with local and state authorities
Obtaining permits and licenses:
Dealing with City of Palm Springs, Riverside County, City of Santa Rosa, Sonoma County, State of California, IRS
Purchases and sales of businesses, sometimes called “mergers and acquisitions”
Due diligence
Drafting of acquisition agreements for:
Asset sales
Stock sales
Preliminary Agreements, including Letters of Intent, Confidentiality Agreements, and Term Sheets
Preparation of Ancillary Agreements, including Employment Agreements, Transition Services Agreements, Assignments, Deeds and Bills of Sale
Negotiation
Closing
Buy-Sell Agreements
Leases
Preparation of new leases
Review and negotiation of existing or proposed leases
General counseling
Resolution of disputes, selection of form of entity, dealing with authorities
