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The
Value in Buy-Sell Agreements
By
Paul D. Rosenberger
Most parties seek to set the purchase price for a withdrawing
owner’s interest in a business at the fair market value of that
interest. This sounds simple enough, but there are many issues that
should be addressed to facilitate the valuation and avoid disputes
between the
parties.
For full article, click here
Don't
Forget to Dissolve That Corporation!
By
Kush Desai
You’ve sold your business. Or, in these
tough economic times, you’ve been forced to close your doors. Now
what? Before you ponder your next venture/vacation/valium, there are
a series of actions that all business owners must take when closing
a business. One such action is ensuring that your corporation is
properly dissolved pursuant to California law.
For full article, click here
"Gifting” Equity Interests to
Employees
By
Paul D. Rosenberger
There are many occasions when a
business owner desires to transfer stock or other ownership
interests in his or her business to a valued employee or other
service provider.
In almost all cases, the transfer is not a gift for income tax
purposes, but compensation instead.
For full article, click here
Is There Really Such a Thing As Being "Too" Competitive?
By
Matthew J. Negrin
Competition is the hallmark of capitalism. So when does it cross a line?
For full article, click here
The Sale of a Business – A Legal
Perspective
By
Richard B. Pumilia
The sale of the
company may be the most likely exit strategy employed by business
owners. This paper outlines the chronology of the sales process.
For full article, click here
Should Your Business Be a Limited
Liability Company?
By
Richard B. Pumilia
An LLC can be the
“entity of choice” because it combines the best features of a
corporation and a partnership.
For full article,
click here
Legal Issues For Start-Up Companies
By
Richard B. Pumilia
Business owners make
the decision about what kind of entity a new business should be,
with input from an attorney and accountant. The exact choice
requires consideration of many individual factors respecting the
business and its owners.
For full article,
click here
Managing the Board So You Can Manage Your Company
By Justene M. Adamec
The board meeting went well. The board had moved
through the agenda quickly and easily. Even the motion to recommend
a bylaw change to expand the size of the board and establish
committees sailed through. The CEO left the meeting feeling good.
Any bylaw change approved by the board almost assuredly would be
approved by the shareholders. More board members would provide
greater expertise for management to draw on...
For full article, click here
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Settlements That Don't Work...Or Do They?
By Justene M. Adamec
In mediation, there is pressure to get the deal done. This pressure
comes from all sides - the mediator, the attorneys, and the parties.
A prerequisite is that everyone who needs to approve the settlement
must be there and, if someone else becomes necessary during the day,
they must be reached and brought in, at least by phone.
For
full article, click here
Edwards v. Arthur Andersen, LLP: “Narrow Restraint” Noncompetition Covenants Are Not Valid Under California Law
By
Richard B. Pumilia
In summary, the California
Supreme Court’s decision in Edwards is not welcome news
for employers who want to place reasonable restrictions
on the ability of their key personnel to compete with
them following termination of employment. The protection
of a company’s trade secrets remains as the sole basis
on which restrictive covenants can be included in an
employment agreement.
For full article,
click here
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