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When forming a corporation in California, shareholder agreements, which regulate the legal ownership rights of shareholders in a corporation and typically provide for restrictions on the transfer of shares and provisions that govern the shareholders’ management of the corporation, are commonly...

Nearly four years after having signed a purchase and sale agreement formalizing an approximately $2.4 billion acquisition by Marathon Petroleum of a Houston-area refinery from its previous owner, British Petroleum (BP), Marathon has filed a lawsuit alleging that BP breached terms contained...

Mars, the world’s largest candy maker, announced in early October 2016 that it will buy out the minority stake held by Berkshire Hathaway in Wrigley, a Mars subsidiary, as part of its long-term plan to integrate Wrigley with its Mars Chocolate operations...

Effective January 1, 2017, Section 925 will be added to the California Labor Code as a result of California Governor Jerry Brown signing Senate Bill 1241 in late September 2016. It is critical for both employers located in California and employers who...

Your Contract Lawyer fields inquiries on a regular basis about drafting or reviewing a term sheet or letter of intent, and there is inevitably a discussion of whether or not such agreements are legally binding. The short answer is that they...

LLCs can be managed by all members (owners) or one or more managers. Much of the time, in a small business context, you will see all members managing the LLC. Our preference, and the way we organize most LLCs that we...

It is important to document when a partner or co-owner leaves a business or when a business must be closed or shut down entirely. Even if there is no compensation offered, you will need to document the withdrawal of a partner or...

When buying or selling any business, the first question to ask is what kind of entity is currently operating the business and what is being sold: the entity itself or just the business’ assets? If the business is currently being operated...

Because prenuptial agreements are viewed very skeptically by judges, due to the penchant for abuse by one spouse (with a higher income or asset base) taking advantage of the other spouse, it is always advisable to have an attorney review a prenuptial...

Though we have discussed in previous posts that purchase and sale agreements can be used either to purchase some or all of the assets of a business or acquire an entire company, one context in which either kind of sale commonly takes place...

The internet abounds with countless instances in which business arrangements have come to an end as the result of disagreements, particularly when friends or family members are both owners of a business, whether it is a partnership, a limited liability company,...

BBCN Bancorp, Inc., the holding company of BBCN Bank, a Los Angeles headquartered bank with approximately $8.1 billion in assets and 50 branches nationwide, and Wilshire Bancorp, Inc. jointly announced in July 2016 that each company’s shareholders have voted to approve a...