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Internet (Cyberspace) Law
California State Court Sets Requirements for Enforceability of Browsewrap Agreements
Jun 08, 2016California State Court Sets Requirements for Enforceability of Browsewrap Agreements For the first time in a decision having precedential authority, a California appellate court considered the enforceability of a ‘browsewrap’ agreement—that is, an...
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Mergers and Acquisitions
Does a Provision in an Acquisition Agreement Specifying the Survivability Period for Breach of Representations and Warranties Serve to Shorten the Statute of Limitations?
Jun 19, 2017It is typical for business acquisition agreements (whether structured as sales of stock, sales of assets, or mergers or other reorganization transactions) to include representations and warranties by the seller. A survival clause usually is...
Freeze-Out Mergers: Does Busse Pave the Way?
Oct 27, 2015Absent an agreement permitting majority shareholders to purchase the interest of minority shareholders, the majority shareholders have no right to purchase the interests of the minority shareholders, or to force the minority shareholders to sell....
Asahi Kasei Pharma Corporation v. Actelion Ltd.: Can a Business Buyer Become Liable for Tortious Interference with Contract where it Terminates a Contract After an Acquisition?
Oct 27, 2015Can a business be liable for tortious interference with contract when it acquires another business and then terminates a contract to which the acquired business is a party?At least in the case of an acquisition structured as a reverse triangular...
Don't Forget About the Personal Guarantees
Aug 15, 2014You're negotiating the sale of your 50% interest in your corporation to the holder of the other 50% interest. Don't forget about the liability you might have under any personal guaranties!A personal guaranty is usually required in obtaining a bank...
"Do's and Dont's" for Business Owners in Selling a Business
Aug 15, 2014DO think about your exit strategy well in advance. Well-run businesses sell for higher multiples than poorly-run businesses do. DO start assembling your team of professional advisors prior to starting a sale process. DO have your financial advisor...
“I Signed a Letter of Intent—But I Can Still Get Out of the Deal, Right?”
Aug 15, 2014Most letters of intent ("LOI") contain some language that makes the LOI non-binding. Does that mean that the parties have no obligations, and can unilaterally back out of the proposed deal?While each situation is fact-specific, in most situations...
Indemnification Issues in a Business Sale
Aug 14, 2014A purchase and sale agreement for a business (whether an asset purchase agreement, stock purchase agreement or merger agreement) will usually include extensive representations and warranties made by the seller for the benefit of the buyer. Such a...
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Noncompetition/Unfair Competition
California Supreme Court Rules that Enforceability of a Restriction on Competition Between Two Businesses (Not in Employment Context) Should be Analyzed Under Rule of Reason Standard
Aug 13, 2020California Business and Professions Code §16600 ("Section 16600") provides that except as otherwise provided, "every contract by which anyone is restrained from engaging in a lawful profession, trade or business of any kind is to that extent...
Robinson v. U-Haul Company of California: Continued Risks to Parties Who Seek to Enforce Unenforceable Non-Compete Provisions in California
Feb 09, 2017A recent California reported decision highlights the risks that a business faces when it includes an unenforceable non-compete provision in a business agreement, and thereafter takes action to try to enforce the same.California law generally...
SingerLewak LLP v. Gantman: Should Parties Provide for Arbitration in Contracts Involving an Statutory Exception to Section 16600?
Feb 11, 2016A recent California Court of Appeal case examined the question of whether an arbitrator's upholding of a potentially unenforceable non-competition agreement was subject to judicial review.In SingerLewak LLP v. Gantman[1], an accounting firm's...
California Non-Compete Law: It Just Gets Worse for Employers
Aug 15, 2014Can an employee sue her employer for wrongful termination of employment where the employer terminates the employee after receiving a notice from her former employer that she had signed an invalid non-compete agreement?That was the question in...
Non-Competes and Trade Secrets in California: Protecting Customer/Client Relationships
Aug 15, 2014Background A noncompetition covenant is a provision contained in a contract, such as an employment agreement, which purports to restrain a party to the contract from competing with the other party. Such provisions are valid under the laws of many...
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Business Structuring
Results Different Under California “Default” Rules Applicable to Involuntary Dissolution of Corporations and Limited Liability Companies
Feb 11, 2016A recent California appellate decision highlights the disparity between the "default" rules of theCorporations Code dealing with the involuntary (or judicial) dissolution of a corporation as opposed to a limited liability company.In Kennedy v....
Pass-Through Entity Pitfalls
Aug 15, 2014Many business entities are structured as "pass-through" entities for tax reasons. These include not only corporations which make a Subchapter S election ("S corporations"), but also limited liability companies ("LLCs"), as well as general and...
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Attorney Ethics
Banning Ranch Conservancy v. Superior Court: Is Who You Think Your Lawyer Is Really Your Lawyer?
Aug 07, 2014Let’s say that a number of years ago, your company hired ABC Law Firm to prepare a form of agreement for you to use with your independent sales representatives. ABC Law Firm sent you a retainer agreement, which provided that ABC Law Firm was...
Driving The Business Advantage
At Pumilia & Adamec LLP, we understand the need to devote your time and resources to your business. In today's competitive environtment, we'll handle your legal affairs while you focus on your business.
