They say right now is always the best time to take care of your estate plan. For most of us, “right now” is bogged down with work and other responsibilities. If the lockdown at home is allowing you to knock…
As we navigate the historic challenges of COVID-19, with social distancing and other restrictions wreaking havoc on many businesses and our economy at large, the issues surrounding business contracts are front and center. Many are concerned about their business’ ability…
As we have explained on this site when we addressed the utility of license agreements in general, a trademark is a word, phrase, symbol, or design that signals to consumers the source of a good or service. While trademarks cannot…
As Your Contract Lawyer has explained previously (here and here), in addition to being utilized for the purchase of a company, a purchase and sale agreement can be used for the purchase of some or all of a company’s assets….
Confidentiality agreements in the context of employer-employee relations can prove to be most beneficial after an employee’s employment with a company has come to an end. For instance, SolarCity Corp., a company based in California, recently filed suit against a…
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…
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…
Like a prenuptial or premarital agreement, a postnuptial agreement is a legal contract that allows a married couple to define the ownership of their respective assets. However, as the name implies, postnuptial agreements are signed after a couple has already…
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…
On July 26, 2016, Systems Applications Products (SAP) and Ricoh Innovations Corporation (RIC), a technology company headquartered in California’s Silicon Valley, announced that the two companies had signed a global reseller agreement to allow SAP to resell RIC’s image recognition…
Joint ventures, which allow companies and individuals to combine resources for the purpose of pursuing a specific business project, are distinct from partnerships which conversely provide for an ongoing business enterprise. Furthermore, in joint ventures, each party has the ability…
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…
If you are a manufacturer or supplier and want to work with a reseller or retailer to sell your products, a distribution agreement is a necessary tool that can allow you to control the path of your products to market….
Non-disclosure or confidentiality agreements, which allow one party to legally protect trade secrets or other proprietary information exposed to third parties, can prove useful in a number of business contexts. For instance, in the event of a potential merger or…
While it is always important to have a well-drafted contract, complications with enforcement of a contract can arise when one party is not based in the United States. In California you often see this come up where a party is…
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…
Generally speaking, non-compete provisions are invalid in California, though they are valid in many other states. California is a labor-friendly state and does not want employers to be able to restrict former employees’ ability to earn a living. So in…
Quite often we have clients whose primary goal is to have a contract that is “readable” to the other party, and does not scare them off. This comes up quite frequently with client agreements for businesses we represent, as businesses…
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…
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…
Many people do not realize that an attorney would have a conflict of interest in representing all or even some of the owners of a company in drafting or reviewing the founding document(s) for a company. It is perfectly acceptable…
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…
On May 13, 2016, General Motors officially acquired self-driving car startup Cruise for approximately $1 billion, however, the sale almost fell through because the company failed to document properly the scope and involvement of an alleged co-founder, Jeremy Guillory. On…
Tandem Diabetes Care, Inc., a medical device company based in San Diego, California, that develops and manufactures products for people with diabetes who use insulin, recently entered into a license agreement with TypeZero Technologies LLC, a “digital health and personalized…
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…
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…
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…
Physician recruitment agreements are utilized when a hospital, device-maker or other health care service or equipment provider wants to incentivize the relocation of a physician to a geographical area that is underserved in their specialty. Such agreements typically include a…
When buying a business, regardless of type, how the purchase price is paid is of paramount importance. If it is paid in a lump sum at Closing, then there is no issue presuming the ownership of the business transfers at…
A common consideration for business owners, especially for owners who have just started their business or are still in the startup phase of development, is whether or not to give a service provider equity in the business as opposed to…
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…
In 2014, a group of current and former NFL players entered into individual client services agreements with Branch Banking and Trust Company (BB&T) to provide each player with specified services, including bill pay. As a result of allowing large, unauthorized…
In episode 23 of HBO’s ‘Silicon Valley,’ Erlich and Big Head agree to form an “incubator” called Bachmanity as a general partnership, with each character pouring all of his personal cash and assets into the partnership, save for Erlich’s shares…
Earlier this month, news broke that Facebook is changing its certificate of incorporation to reflect important changes that directly affect both its long-term future and the current majority voting control held by Facebook cofounder and CEO, Mark Zuckerberg. As explained…
On a number of occasions, we have been asked to draft a partnership agreement for a real estate venture. The typical setup is one party, who we’ll call the “Investor Party”, invests the capital necessary to build or renovate a…
If you are in client service, it’s always a good idea to have a contract with your clients. In the contract, you can establish key terms of your relationship with your client, such as compensation, how either party may terminate…
When you’re thinking about selling or buying a professional practice – meaning a business requiring a license to practice, such as a medical, law, dental, chiropractic or optometry practice – the first thing you need to do is determine whether…