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San Diego Medical Corporations: What is the Doctrine of Fair Procedure?

San Diego Medical Corporations: What is the Doctrine of Fair Procedure? In San Diego and in California generally, there is a judge-created common law legal principle called the "doctrine of fair procedure." In general, the doctrine protects an individual, like a physician, from being fired, excluded, or expelled in [...]

By |2023-11-09T19:02:35-08:00April 20th, 2018|

Using San Diego Affiliated Companies to Protect Intellectual Property

Using San Diego Affiliated Companies to Protect Intellectual Property Under some circumstances, there is value to using or creating an affiliated company to protect intellectual property from risks associated with other parts of an ongoing business. Under California law, the same group of individuals or entities can own more [...]

By |2023-11-10T11:05:23-08:00April 19th, 2018|

What is an Integrated or Partially-Integrated Contract? Merger Clauses Part II

What is an Integrated or Partially-Integrated Contract? Merger Clauses Part II When dealing with complex San Diego business contracts like business purchase agreements, it is not uncommon for there to be several drafts and re-drafts of the final contract. As we discussed previously on this blog, a well-drafted business [...]

By |2023-11-10T11:04:58-08:00April 18th, 2018|

How Insurance Can Make a Buy-Sell Agreement “Easy” for Death or Disability

How Insurance Can Make a Buy-Sell Agreement "Easy" for Death or Disability For small San Diego and California businesses, it is important that the owners agree early in the process to a buy-sell agreement. This applies whether you are running your business as a general partnership, a corporation, a [...]

By |2023-11-10T11:04:10-08:00April 17th, 2018|

Can I Still be Liable for Rent if I Vacate My San Diego Commercial Space Early?

Can I Still be Liable for Rent if I Vacate My San Diego Commercial Space Early? Under California law, a commercial tenant who breaks a commercial lease by vacating the space early can be held liable by the landlord for unpaid rent. Commercial tenants should remember that commercial leases [...]

By |2023-11-10T11:03:48-08:00April 16th, 2018|

Confidentiality Clauses in San Diego Business Contracts (Part I)

Confidentiality Clauses in San Diego Business Contracts (Part I) It is not uncommon to find confidentiality clauses in business contracts. Such clauses come in two varieties - confidentiality with respect the agreement itself and/or the contents of the agreement, and confidentiality with respect to commercial information and trade secrets [...]

By |2023-11-10T11:03:26-08:00April 15th, 2018|

Non-Compete Agreements in San Diego: When are They Valid?

Non-Compete Agreements in San Diego: When are They Valid? In general, under California law, a current employer cannot restrict an employee from leaving and taking another job, even with a competitor. In many states, employers are allowed use so-called "Restrictive Covenants" or a "Non-Compete Agreements" to prevent an employee [...]

By |2023-11-10T11:03:06-08:00April 14th, 2018|

Franchise Provisions to Avoid in San Diego

Franchise Provisions to Avoid in San Diego Are you thinking of buying a franchise? We here at San Diego Corporate Law have noticed a strong uptick in franchise companies advertising for new franchisees. Starting up a new business can be exciting and we certainly encourage the entrepreneurial spirit. We [...]

By |2023-11-09T19:15:41-08:00April 13th, 2018|

Common Places to Find a Buyer for Your San Diego Business

Common Places to Find a Buyer for Your San Diego Business Are you in the market to sell your San Diego business? Finding a buyer can be one of the more complicated challenges. You are definitely going to need a trusted and experienced corporate lawyer to help you with [...]

By |2023-11-10T11:02:18-08:00April 12th, 2018|

San Diego Corporate Formalities: Proper Notice of Meetings of Shareholders and Directors

San Diego Corporate Formalities: Proper Notice of Meetings of Shareholders and Directors Under California law, corporations are required to have an annual meeting of shareholders and to hold regular meetings of the board of directors. In this article, we discuss the importance of proper notice of the respective meetings. [...]

By |2023-11-10T11:09:40-08:00April 11th, 2018|

What are “Liquidated Damages” in San Diego?

What are "Liquidated Damages" in San Diego? A provision for liquidated damages is a way to specify damages in the absence or inability of actually calculating damages, or when such damages would be difficult to calculate. The advice and counsel of a good corporate lawyer is needed if you [...]

By |2023-11-10T11:20:02-08:00April 10th, 2018|

When is the Right Time to Convert From Sole Proprietorship to a Corporation?

When is the Right Time to Convert From Sole Proprietorship to a Corporation? Research and observation shows that, when they succeed, businesses have certain natural stages of growth. Many a San Diego business might start off as a sole proprietorship. That is, the business is/was just you (with the [...]

By |2023-11-10T11:19:38-08:00April 9th, 2018|

San Diego General Partnerships: What Happens if a Partner Leaves?

San Diego General Partnerships: What Happens if a Partner Leaves? In San Diego, a general partnership can be formal or informal. Under California law, in simplest terms, a partnership exists if two or more persons or entities jointly own a business for the purpose of making money. If the [...]

By |2023-11-10T11:19:08-08:00April 8th, 2018|

Top Five Mistakes to Avoid When Starting Your New San Diego Business

Top Five Mistakes to Avoid When Starting Your New San Diego Business Congratulations! You have made the decision to finally start your own San Diego business - maybe on your own or with some good friends or trusted colleagues. This is exciting, but of course, risky. We here at [...]

By |2023-11-10T11:18:41-08:00April 7th, 2018|

San Diego Corporate Formalities: Annual Shareholders’ Meetings

San Diego Corporate Formalities: Annual Shareholders' Meetings In San Diego and elsewhere in California, corporations are required to have an annual meeting of shareholders. For small companies, it may seem pointless and a waste of time. However, complying with corporate formalities is important. Remember that one of the main [...]

By |2023-11-10T11:18:10-08:00April 6th, 2018|

Closing a San Diego LLC

Closing a San Diego LLC Sometimes when you set up a new San Diego Limited Liability Company ("LLC") with the expectation of going into business, something goes wrong. Maybe the deal falls through, or during due diligence, something is discovered that makes the deal unworkable or shows that the [...]

By |2023-11-10T11:17:43-08:00April 5th, 2018|

Tips for Picking a Good Company Name: Lessons From Trademark Law

Tips for Picking a Good Company Name: Lessons From Trademark Law One of the trickier aspects of starting a new San Diego business is picking a good company name. As we discuss below, it is generally a bad idea to pick YOUR personal or family name as the name [...]

By |2023-11-10T11:17:14-08:00April 4th, 2018|

What is a Voidable Conveyance? (Part I)

What is a Voidable Conveyance? (Part I) In general, your San Diego business must honor its payment obligations to its creditors. Creditors are, of course, lenders and financial institutions, but also can be your landlord, suppliers, and others to whom payment is due. In general, if your business fails [...]

By |2023-11-10T11:16:52-08:00April 3rd, 2018|

Should Your San Diego LLC be Member-Managed or Manager-Managed?

Should Your San Diego LLC be Member-Managed or Manager-Managed? Under the California Corp. Code, § 17701 et seq., when you form a Limited Liability Company (“LLC”) to run your San Diego business, you choose how the LLC is managed. The three choices are: Single-member LLC Member-managed -- managed by [...]

By |2023-11-10T11:16:24-08:00April 2nd, 2018|

What is a UCC Lien Filing?

What is a UCC Lien Filing? If your San Diego business is contemplating a small business loan or a business line of credit or some similar form of general financing, then your lender will require some sort of collateral. In a residential housing example, when you take out a [...]

By |2023-11-10T11:15:59-08:00April 1st, 2018|

San Diego Businesses: Tips for Avoiding Litigation

San Diego Businesses: Tips for Avoiding Litigation Litigation is expensive and time-consuming. It is costly in terms of legal bills, litigation costs, and lost productivity. Furthermore, if there is an adverse result, then there are the costs of paying the judgment. Litigation can kill a startup and seriously undermine [...]

By |2023-11-10T11:15:31-08:00March 31st, 2018|

Five Advantages of Using Trade Secret Law to Protect Your Intellectual Property

Five Advantages of Using Trade Secret Law to Protect Your Intellectual Property Your San Diego business owns a lot of intellectual property ("IP") even if you do not really think of some of your assets as IP. As we have discussed before, many aspects of businesses can be legally [...]

By |2023-11-10T11:15:05-08:00March 30th, 2018|

What is a “501(c)(3) Corporation?”

What is a "501(c)(3) Corporation?" Being a "501(c)3 corporation" means your corporation/organization has been designated as a tax exempt charitable organization by the federal Internal Revenue Service ("IRS"). In general, saying that a corporation is a "501(c)(3)" is equivalent to calling the organization a "non-profit" organization ("Non-Profit") with the [...]

By |2023-11-10T11:14:32-08:00March 29th, 2018|

San Diego Businesses: Using Stock Options as Employee Compensation

San Diego Businesses: Using Stock Options as Employee Compensation If you run your San Diego business as a non-public corporation, one method of compensating your employees for their hard work - particularly upper management employees - is by issuing shares of stock as part of their compensation package. This [...]

By |2023-11-10T11:13:56-08:00March 28th, 2018|

New IRS Audit Regime in Effect: Reviewing Your Partnership/LLC Agreement

New IRS Audit Regime in Effect: Reviewing Your Partnership/LLC Agreement Effective January 1, 2018, new guidelines went into effect with respect to partnership audits by the Internal Revenue Service. See Forbes article here. While no partnership or LLC that has chosen to be taxed as a partnership wants to [...]

By |2023-11-10T11:13:28-08:00March 27th, 2018|

How to Grow Your San Diego Small Business

How to Grow Your San Diego Small Business Growing and expanding your San Diego small business can be challenging. We here at San Diego Corporate Law are a small business too and we are constantly looking for ways to find new clients and serve our existing clients better. Here [...]

By |2023-11-10T11:13:02-08:00March 26th, 2018|

Does My San Diego Business Need an Employee Handbook?

Does My San Diego Business Need an Employee Handbook? If you have employees, then, yes, your San Diego business needs an employee handbook. As we have written previously, employee handbooks ("EH") do not have to be complicated. Basically, EH combine into one "book" all the various information that you [...]

By |2023-11-10T11:12:36-08:00March 25th, 2018|

Every Business Needs a Good Contract Management Method

Every Business Needs a Good Contract Management Method Even if you are just starting your new San Diego business, you are already beginning to accumulate contracts. Contracts are anything whereby you and your business agree to obligations that can be enforced in a court of law or court of [...]

By |2023-11-10T11:12:10-08:00March 24th, 2018|

E-Commerce Means Needing a Terms of Service Agreement for Your Website

E-Commerce Means Needing a Terms of Service Agreement for Your Website If you are running a San Diego business, you need a Terms of Service, sometimes called a Terms of Use, Agreement for your website. This is essential for two broad reasons - controlling how users access and use [...]

By |2023-11-10T11:11:47-08:00March 23rd, 2018|

San Diego Franchise Law: Types of Franchises

San Diego Franchise Law: Types of Franchises Everyone is familiar with franchises. Many of the businesses that we buy from are franchises, including fast food and other restaurants, stores, gas stations, etc. A franchise is a type of business where you, the local "franchisee," pay an annual franchising fee [...]

By |2023-11-10T11:11:25-08:00March 22nd, 2018|

What is a Certificate of Tax Clearance?

What is a Certificate of Tax Clearance? If you are involved in the sale or purchase of a San Diego business, among the many documents that will be needed at the closing are various Certificates of Tax Clearance from various California and county taxing authorities. Here is a quick [...]

By |2023-11-09T18:40:28-08:00March 21st, 2018|

Buying or Selling San Diego Business Assets? California’s Bulk Sales Act

Buying or Selling San Diego Business Assets? California’s Bulk Sales Act If you are planning on selling your San Diego business or if you are in the market to purchase one, you should be aware of the California Bulk Sales Act (hereinafter "CBSA"). See Cal. Comm. Code, §6101(a)(3). The [...]

By |2023-11-10T11:28:44-08:00March 20th, 2018|

San Diego Mergers and Acquisitions: Common Reasons Why Acquisitions Fail

San Diego Mergers and Acquisitions: Common Reasons Why Acquisitions Fail Mergers and acquisitions ("M&A") and other efforts to sell and buy businesses in San Diego are almost always complex. Even the smallest business with the most straightforward of business models involves an array of questions with respect to financing, [...]

By |2023-11-10T11:28:21-08:00March 19th, 2018|

Importance of Corporate Bylaws for San Diego Corporations

Importance of Corporate Bylaws for San Diego Corporations If you are running your San Diego business through a corporation or if you are thinking of starting up a new San Diego corporation, your company must have bylaws. Here are a few important facts about San Diego corporation bylaws. San [...]

By |2023-11-10T11:27:56-08:00March 18th, 2018|

Due Diligence and Selling/Buying a Business: Data Breach Disclosures

Due Diligence and Selling/Buying a Business: Data Breach Disclosures On February 21, 2018, the Federal Securities and Exchange Commission ("SEC") issued new guidance on public corporation cybersecurity disclosures; note that the SEC focuses on publicly-held corporations. However, the new SEC cybersecurity guidelines are relevant to small, closely-held corporations, and [...]

By |2023-11-10T11:27:20-08:00March 17th, 2018|

Selling Your San Diego Medical Practice? Focus on These Areas to Maximize Your Value

Selling Your San Diego Medical Practice? Focus on These Areas to Maximize Your Value Are you in the market to sell your San Diego medical practice? If so, please contact us here at San Diego Corporate Law. We have the legal experience to help. Along with contacting us, here [...]

By |2023-11-10T11:26:50-08:00March 16th, 2018|

Five Ways to Avoid a Nasty Business Divorce

Five Ways to Avoid a Nasty Business Divorce You start up a new business here in San Diego with some friends and colleagues. Everything seems great at the beginning, but despite everyone's best efforts, it is just not working out because of different visions of where the business should [...]

By |2023-11-10T11:26:20-08:00March 15th, 2018|

Buying a San Diego Business: How to Avoid Successor Liability

Buying a San Diego Business: How to Avoid Successor Liability If you are thinking of buying a business in San Diego or elsewhere in California, it is important to know what liabilities and debts of the seller you are agreeing to pay and what liabilities and debts you are [...]

By |2023-11-10T11:25:55-08:00March 14th, 2018|

Nine Keys to a Successful San Diego Business Joint Venture

Nine Keys to a Successful San Diego Business Joint Venture In San Diego, a business joint venture comes into being when two or more businesses join together to engage in some limited business activity. As an example, two businesses might join together to build a small shopping center or [...]

By |2023-11-10T11:25:26-08:00March 13th, 2018|

California Business Control Structures: Comparing Corporations to Partnerships

California Business Control Structures: Comparing Corporations to Partnerships Sometimes it can be confusing to figure out who is in control of San Diego and California businesses. Part of the confusion results from the fact that businesses can be run in so many different structures such as sole proprietorships, partnerships, [...]

By |2023-11-10T11:25:03-08:00March 12th, 2018|

Who Can Work for a San Diego California Professional Corporation?

Who Can Work for a San Diego California Professional Corporation? Professional corporations can be created specifically for doctors, nurses, and healing arts practitioners under the Moscone-Knox Professional Corporation Act. See Cal. Corp. Code, §§ 13400-13410. When formed, the professional corporation becomes a legal entity separate and apart from the [...]

By |2023-11-10T11:24:36-08:00March 11th, 2018|

Six Tips for Conducting Due Diligence When Buying a San Diego Franchise

Six Tips for Conducting Due Diligence When Buying a San Diego Franchise Franchising is big business. According to data from the International Franchise Association (IFA), in 2016, there were about 732,800 franchise businesses across the US employing over 7.5 million people and producing an estimated $675 billion in revenue. [...]

By |2023-11-10T11:24:12-08:00March 10th, 2018|

San Diego Startups and Royalty Financing

San Diego Startups and Royalty Financing Every new San Diego and California startup needs some sort of working capital to get the business up and running. The usual method is some combination of self-financing, locating venture capital or investment financing, or finding an angel investor. Another less-well-known is something [...]

By |2023-11-10T11:23:47-08:00March 9th, 2018|

Tips on Winning an Independent Contractors/Consultant Tax Audit

Tips on Winning an Independent Contractors/Consultant Tax Audit If your San Diego or California business has independent contractors and/or consultants, you may be subject to an audit by taxing authorities to determine whether you have purposely or inadvertently misclassified your employees as independent contractors/consultants. This is NOT an audit [...]

By |2023-11-10T11:23:24-08:00March 8th, 2018|

Buying or Selling a San Diego Business: Dealing With the Commercial Lease

Buying or Selling a San Diego Business: Dealing With the Commercial Lease If you are buying or selling a business in San Diego, one of the most important aspects of the transaction is often handling the transfer/assignment of the commercial lease. Many businesses in San Diego and California rent [...]

By |2023-11-10T11:22:54-08:00March 7th, 2018|

San Diego Business Law: Using an “Account Stated” to Ensure You Get Paid

San Diego Business Law: Using an "Account Stated" to Ensure You Get Paid We wrote recently about how San Diego and California businesses can use written contracts to help them get paid fully and paid in a timely fashion. In this article, we address how your business can create [...]

By |2023-11-09T20:43:40-08:00March 6th, 2018|

Flexible Disclosure Options Under Regulation D – Rule 504

Flexible Disclosure Options Under Regulation D - Rule 504 In general, any securities to be offered or sold in San Diego or in California must be registered to comply with both federal and California securities laws -- the Corporate Securities Law of 1968 (Corp. Code, §§ 25000-25707) and the [...]

By |2023-11-09T19:27:08-08:00March 5th, 2018|

San Diego Corporate Law: Revisiting What is a Security and Securities Fraud

San Diego Corporate Law: Revisiting What is a Security and Securities Fraud Offerings and sales of securities in California are governed by both federal and California securities laws -- the Corporate Securities Law of 1968 (Corp. Code, §§ 25000-25707) and the federal Securities Act of 1933 (15 U.S.C. § 77b). If you are offering [...]

By |2023-11-09T19:23:18-08:00March 4th, 2018|

San Diego Corporations: What are Fractional Shares?

San Diego Corporations: What are Fractional Shares? As the name would imply, a "fractional" share of stock means a fraction, part, or portion of a whole share. Thus, a one-half share is considered a "fractional" share. See Cal. Corp. Code § 407. Here is a quick primer on how [...]

By |2023-11-09T20:30:39-08:00March 3rd, 2018|

Update on California Shareholder’s Right to Inspect Records

Update on California Shareholder's Right to Inspect Records If you own shares of stock in San Diego or anywhere else in California, among your rights as a shareholder is the right to inspect and review the corporate books and records. This right was originally a common law right, but [...]

By |2023-11-10T11:21:38-08:00March 2nd, 2018|

San Diego Closely Held Companies: 10 Must-Have Provisions in Your Buy-Sell Agreement

San Diego Closely Held Companies: 10 Must-Have Provisions in Your Buy-Sell Agreement A buy-sell agreement is a contract made among the owners of a business or company that governs how, under what circumstances, and at what price a given owner's interest in the business/company may be purchased by the [...]

By |2023-11-10T11:38:41-08:00March 1st, 2018|

How do I Convert My San Diego LLC into a San Diego Corporation?

How do I Convert My San Diego LLC into a San Diego Corporation? If you are currently operating your San Diego business as a California LLC, you may at some point wonder if you can convert to a corporation. The answer is "yes." There are various reasons that your [...]

By |2023-11-09T20:41:05-08:00February 28th, 2018|

San Diego Corporate Law: Pros and Cons of Making an “S Corp” Selection

San Diego Corporate Law: Pros and Cons of Making an "S Corp" Selection One of the questions that is often asked by entrepreneurs is, “Should my corporation be a ‘C Corporation’ or an ‘S Corporation’”? Here is some basic information on the difference and the pros and cons of [...]

By |2023-11-09T18:31:26-08:00February 27th, 2018|

What is a Pre-Incorporation Agreement?

What is a Pre-Incorporation Agreement? If you are thinking about starting up a new business in San Diego with some friends, or maybe you have decided it is time to move from a partnership into a more formal corporate entity, it is often wise and useful to have a [...]

By |2023-11-10T11:37:56-08:00February 26th, 2018|

Your San Diego Corporation Minute Book: What Should be Included?

Your San Diego Corporation Minute Book: What Should be Included? Corporate formalities are important. Remember that one of the main purposes of forming a corporation for your San Diego or California business is to take advantage of the corporation's limited liability shield. That is, the owners of the corporation [...]

By |2023-11-10T11:37:20-08:00February 25th, 2018|

What Should be in Your Severance Pay Agreement?

What Should be in Your Severance Pay Agreement? Many San Diego and California businesses have employees. Occasionally, despite the best wishes and efforts of the business owners, employee layoffs and terminations are necessary. This happens for many reasons. Sales were just not high enough, changes in consumer preferences and [...]

By |2023-11-10T11:36:56-08:00February 24th, 2018|

Reviving Your San Diego Corporation

Reviving Your San Diego Corporation We recently published an article about the importance of paying your franchise tax to the California Franchise Tax Board. Basically, paying your taxes is important to make sure your corporation does not get suspended. A corporation is a legal entity that has a separate [...]

By |2023-11-10T11:36:26-08:00February 23rd, 2018|

California and San Diego Businesses: What is a Statute of Limitations?

California and San Diego Businesses: What is a Statute of Limitations? For San Diego and California businesses, there are laws that limit the amount of time that any person has the right to file a lawsuit. Such laws are called statutes of limitations. The time periods vary depending on [...]

By |2023-11-10T11:36:06-08:00February 22nd, 2018|

San Diego Business Law: What is the Joint Employer Doctrine?

San Diego Business Law: What is the Joint Employer Doctrine? Let's say you are running a pharmacy in San Diego. Let's call it San Diego's Best Drug Store. Like many businesses, San Diego's Best Drug Store has customers who want over-the-phone, on-demand, and speedy delivery of their products. Many [...]

By |2023-11-10T11:35:41-08:00February 21st, 2018|

San Diego Business Law: Preventing Raids on Your Employees (Part II)

San Diego Business Law: Preventing Raids on Your Employees (Part II) We wrote earlier about steps to take to prevent raids on your employees when a high-level, managerial employee is departing. See here. A recent case out of Wisconsin gives us an opportunity to review, update, and provide additional [...]

By |2023-11-10T11:35:18-08:00February 20th, 2018|

San Diego Businesses: Finding Workers in the “Gig” Economy

San Diego Businesses: Finding Workers in the "Gig" Economy Most San Diego and California businesses know about the so-called "gig" economy. Maybe you have hired a few "gig" workers here and there. In general, a "gig" worker is a short-term independent contractor. Given certain structural elements in the national [...]

By |2023-11-10T11:34:51-08:00February 19th, 2018|

San Diego Corporate Law: Keeping Biometric Data Private and Secure

San Diego Corporate Law: Keeping Biometric Data Private and Secure We wrote recently about how all San Diego and California businesses must ensure the privacy and security of customer data. See our discussion here. As we noted, your computers and networks are prime targets for criminals seeking to hack [...]

By |2023-11-10T11:34:29-08:00February 18th, 2018|

San Diego Business Law: What is a Breach of Warranty?

San Diego Business Law: What is a Breach of Warranty? All San Diego and California businesses want to "do good" by their customers, want to provide products and services that meet their customers' needs and keep them happy. This is the basic method of running a successful business and [...]

By |2023-11-10T11:34:03-08:00February 17th, 2018|

New California Labor Law: Impacts on Selling/Buying Your San Diego Business

New California Labor Law: Impacts on Selling/Buying Your San Diego Business As the calendar turned to 2018, many new California laws went into effect. See LA Times news report here. Among the new laws was a provision that now prohibits private and public employers from seeking information on a [...]

By |2023-11-10T11:33:27-08:00February 16th, 2018|

Checklist for Limiting Personal Liability When Running Your San Diego Business

Checklist for Limiting Personal Liability When Running Your San Diego Business When you are in business, there are many steps that you can take to limit your personal liability and your family's liability for business debts and obligations. We here at San Diego Corporate Law can help you with [...]

By |2023-11-10T11:32:52-08:00February 15th, 2018|

Selling or Buying a Business? Valuation Methods

Selling or Buying a Business? Valuation Methods When you want to sell your San Diego small business or professional practice, or if you are in the market to purchase, at some point, everyone will have to decide how much the business is worth. This is obviously important for the [...]

By |2023-11-09T20:47:27-08:00February 14th, 2018|

Top Reasons Partnerships Fail

Top Reasons Partnerships Fail Surely everyone can agree that starting a business or being in a San Diego business with friends as partners can be rewarding at a personal or emotional level as well as an economic level. You and your friends enjoy each other’s company, share common visions [...]

By |2023-11-10T11:32:13-08:00February 13th, 2018|

What is the Legal Doctrine of “Surviving The Closing?”

What is the Legal Doctrine of "Surviving The Closing?" When you are buying or selling a San Diego business, there will be a sales contract. Among the provisions of sales contract will be various “representations and warranties” made by the various parties. A “representation” is a factual statement. A [...]

By |2023-11-10T11:31:51-08:00February 12th, 2018|

Buying a San Diego Business? Four Must-Have Seller Representations and Warranties

Buying a San Diego Business? Four Must-Have Seller Representations and Warranties When you are buying a San Diego business, there will be a sales contract that sets out all of the covenants and conditions of the sale. In the sales contract, your trusted and experienced California corporate attorney has [...]

By |2023-11-10T11:31:27-08:00February 11th, 2018|

San Diego Corporations: What are Shareholder Rights?

San Diego Corporations: What are Shareholder Rights? When you become a shareholder of a San Diego corporation or any corporation in California, you become an owner of some interest in the company. As an "owner," you have certain rights, just like the owner of land has certain rights, like [...]

By |2023-11-10T11:30:59-08:00February 10th, 2018|

San Diego Business Law: What is an Unpaid Internship?

San Diego Business Law: What is an Unpaid Internship? Unpaid internships can be beneficial to both the young intern and to the San Diego business "hiring" the intern. But businesses must be careful because under some circumstances, the "intern" might be considered an "employee" who must be paid for [...]

By |2023-11-10T11:48:25-08:00February 9th, 2018|

#MeToo Gets a Victory: Confidential Settlements Will No Longer be Tax Deductible

#MeToo Gets a Victory: Confidential Settlements Will No Longer be Tax Deductible Sexual harassment continues to be in the news. As we wrote recently, sexual misconduct in Hollywood and in the media has been a huge continuing story. It seems like new allegations are made every day. Indeed, it [...]

By |2023-11-10T11:47:57-08:00February 8th, 2018|

San Diego Corporate Law: What is an Incorporator?

San Diego Corporate Law: What is an Incorporator? When you want to create a corporation for your San Diego business, you can hire what is known as an "incorporator." Your trusted and dedicated corporate attorney can be your incorporator; in fact, most often the incorporator is your corporate attorney. [...]

By |2023-11-09T19:49:30-08:00February 7th, 2018|

After You Incorporate, What Next?

After You Incorporate, What Next? Congratulations on your newly incorporated San Diego, California corporation. Filing the incorporation papers with the California Secretary of State is not the end of the process. There are several important steps to take after you have become an "Inc." Here is a quick list. [...]

By |2023-11-10T11:47:23-08:00February 6th, 2018|

San Diego Businesses: Checklist for Protecting Your Computer From an Angry Administrator

San Diego Businesses: Checklist for Protecting Your Computer From an Angry Administrator We have written recently about the need to protect your digital and virtual assets. One of many possible threats is a rogue or angry or vindictive recently-fired network administrator. Bad situations do happen; Uber recently was forced [...]

By |2023-11-10T11:47:01-08:00February 5th, 2018|

California Corporation Law: Can Minority Shareholders be “Controlling” Shareholders?

California Corporation Law: Can Minority Shareholders be "Controlling" Shareholders? As we have discussed, it has long been the law in San Diego and California that majority shareholders of corporations and other corporate entities owe fiduciary duties to other shareholders and owners. Among those duties are: Duty of loyalty to [...]

By |2023-11-10T11:46:17-08:00February 4th, 2018|

Franchise vs. Licensing Agreement: What is the Difference?

Franchise vs. Licensing Agreement: What is the Difference? Most of us are familiar with franchises. Many fast food restaurants and retail stores are franchises. Services can also be franchises, like tax preparation companies. In general, a franchise is a business form where you pay a fee to the franchisors [...]

By |2023-11-09T19:14:40-08:00February 3rd, 2018|

What is a Buy-Sell Agreement for a San Diego Business?

What is a Buy-Sell Agreement for a San Diego Business? For small businesses with only several owners, a buy-sell agreement establishes up front the terms and conditions under which owners can be bought out, and at what price and under what conditions. Buy-sell agreements are essential for closely-held and [...]

By |2023-11-10T11:45:41-08:00February 2nd, 2018|

Five Pitfalls to Avoid if You are Starting a New San Diego Business

Five Pitfalls to Avoid if You are Starting a New San Diego Business Launching your new San Diego startup is exciting and opens a new chapter in your life and in the lives of your family and your business partners. But, everyone knows that starting a new business can [...]

By |2023-11-10T11:45:17-08:00February 1st, 2018|

Doing Your Due Diligence When Buying a San Diego Business

Doing Your Due Diligence When Buying a San Diego Business Doing Your Due Diligence When Buying a San Diego Business When contemplating buying a San Diego business, as the buyer, you must always engage in what is called "due diligence" before finalizing the purchase. Basically, due diligence is research [...]

By |2023-11-10T11:44:54-08:00January 31st, 2018|

California Mergers and Acquisitions: Reasons to Assume the Target’s Debt

California Mergers and Acquisitions: Reasons to Assume the Target's Debt In the news recently is the announcement by fast-food chain Arby's Restaurant Group that it will acquire Buffalo Wild Wings for $2.4 billion in cash. The deal calls for Arby's to pay $157 per share in Buffalo Wild Wings [...]

By |2023-11-09T18:34:46-08:00January 30th, 2018|

How Being an “Inc.” or an “LLC” Enhances Your PR Campaigns

How Being an "Inc." or an "LLC" Enhances Your PR Campaigns Every business needs public relations ("PR") campaigns, and converting to a California corporation or Limited Liability Company can help your PR campaign be even more successful. PR campaigns are different that mere advertising -- that advertising is part [...]

By |2023-11-10T11:44:19-08:00January 29th, 2018|

San Diego Business: Using Attorneys’ Fees Clauses to Your Advantage

San Diego Business: Using Attorneys' Fees Clauses to Your Advantage We here at San Diego Corporate Law believe that, when possible, every San Diego business should use their business contracts to their advantage. That includes the use of attorneys' fees clauses with teeth. California Corporate Law: What is an [...]

By |2023-11-10T11:43:56-08:00January 28th, 2018|

San Diego Businesses: What is Trade Libel?

San Diego Businesses: What is Trade Libel? In a competitive marketplace, you advertise your San Diego business and you try to set yourself apart from competitors. So, you make a few statements about your competitor; you do a bit of "trash-talking." Sometimes, these statements go too far and slip [...]

By |2023-11-10T11:43:15-08:00January 27th, 2018|

Checklist for Official Social Media-Use Policy for Managed Employees (Part II)

Checklist for Official Social Media-Use Policy for Managed Employees (Part II) This is the second in our series of posts about writing your company's official social media use policy. In the first part, we tackled the issue of generalized social media use for your employees when you do NOT [...]

By |2023-11-10T11:42:46-08:00January 26th, 2018|

Digital Assets and Account Information: What San Diego Businesses Need to Do

Digital Assets and Account Information: What San Diego Businesses Need to Do As business becomes increasingly internet-based and focused on mobile and social platforms, many San Diego businesses are accumulating what are known as "digital assets." This is good. Digital assets are online financial accounts such as Paypal, and [...]

By |2023-11-10T11:42:22-08:00January 25th, 2018|

San Diego Business Law: Updating Your Company Sexual Harassment Policies

San Diego Business Law: Updating Your Company Sexual Harassment Policies San Diego Business Law: Updating Your Company Sexual Harassment Policies Since Harvey Weinstein was "outed" as a sexual predator back in October 2017, sexual harassment has been in the news nearly every day. Dozens of other celebrities, politicians, and [...]

By |2023-11-10T11:41:47-08:00January 24th, 2018|

Contract Law: Can You Shift a Burden of Proof Via Contractual Provision?

Contract Law: Can You Shift a Burden of Proof Via Contractual Provision? Contracts are essential to San Diego and California businesses. Generally, contracts are intended to simply facilitate operations such as purchasing supplies and services, making sales, and locking in employees. Sometimes contracts can be used -- and should [...]

By |2023-11-09T18:33:48-08:00January 23rd, 2018|

San Diego Commercial Leases: What is CAM?

San Diego Commercial Leases: What is CAM? "CAM" stands for common area maintenance with respect to rent-like charges that are usually contained in commercial and retail leases. As we recently discussed, most commercial and retail leases are "triple net leases." The lease is "triple" in that the tenant pays [...]

By |2023-11-10T11:41:01-08:00January 22nd, 2018|

Raising Startup Capital in San Diego: Comparing Regulation D vs. Regulation Equity Crowdfunding

Raising Startup Capital in San Diego: Comparing Regulation D vs. Regulation Equity Crowdfunding Most people have probably heard of “crowdfunding.” As the name suggests, crowdfunding is the obtaining of small amounts of money per person -- the “funding” -- from a somewhat large group of people -- the "crowd" [...]

By |2023-11-09T19:55:50-08:00January 21st, 2018|

Equity Crowdfunding: A Quick Primer for San Diego Startups

Equity Crowdfunding: A Quick Primer for San Diego Startups Equity crowdfunding can be a viable option to help San Diego and California businesses and entrepreneurs raise startup working capital. However, because equity crowdfunding involves the offering and sale of "securities," anyone considering crowdfunding should make sure to get counsel [...]

By |2023-11-10T11:59:50-08:00January 20th, 2018|

Basics of The Attorney-Client Privilege (Part IV)

Basics of The Attorney-Client Privilege (Part IV) As discussed in Part I of this series, the attorney-client privilege shields and protects from disclosure confidential communications between an attorney and his or her client. In Parts II and III, we explored factual matters and information not subject to the privilege [...]

By |2023-11-10T11:59:17-08:00January 19th, 2018|

Basics of the Attorney-Client Privilege (Part III)

Basics of the Attorney-Client Privilege (Part III) As discussed in Part I of this series, the attorney-client privilege shields and protects from disclosure confidential communications between an attorney and his/her client. In Part II, we explored various factual matters and information not subject to the privilege. In this Part [...]

By |2023-11-10T11:58:52-08:00January 18th, 2018|

Basics of the California Attorney-Client Privilege (Part II)

Basics of the California Attorney-Client Privilege (Part II) As discussed in Part I of this series, the attorney-client privilege shields and protects from disclosure confidential communications between an attorney and his or her client. Every San Diego business needs a trusted and skilled business attorney. In this Part II, [...]

By |2023-11-10T11:58:27-08:00January 17th, 2018|

Basics of the Attorney-Client Privilege in California (Part I)

Basics of the Attorney-Client Privilege in California (Part I) Most of us think of lawyers as people who provide services. However, many forget that lawyers have legal and ethical obligations that prevent them from disclosing your confidential and secret information. This is called the attorney-client privilege. This is how [...]

By |2023-11-09T19:07:47-08:00January 16th, 2018|

What is a Legal Audit Letter?

What is a Legal Audit Letter? As your San Diego and California business grows, you are going to eventually need audited financial statements prepared by a certified public accountant ("CPA"). If you have sought out conventional investor financing, having such certified financial statements is often a prerequisite to obtaining [...]

By |2023-11-10T11:57:51-08:00January 15th, 2018|

What are Estoppel Certificates?

What are Estoppel Certificates? When you are running a business in San Diego or anywhere in California, your business likely has many contracts and agreements. These include leases that you might have for retail or office space and might include vendor and supplier contracts. Likewise, any sort of financing [...]

By |2023-11-09T20:50:48-08:00January 14th, 2018|

What to Expect When Selling Your San Diego Business

What to Expect When Selling Your San Diego Business When selling your San Diego or any other California business, there are basically three stages in the process -- sometimes a fourth stage if you have agreed to provide post-sale training or have agreed to other post-sale obligations. Here is [...]

By |2023-11-10T11:57:00-08:00January 13th, 2018|

San Diego Business Contracts: The Importance of Including Severability Clauses

San Diego Business Contracts: The Importance of Including Severability Clauses Sometimes, despite the best efforts of your talented business attorney, a court examines a contract and determines that some provision in the contract is void or unenforceable. This happens sometimes because of a change or clarification in the law [...]

By |2023-11-10T11:56:35-08:00January 12th, 2018|

California Business Contracts: What is the Merger Doctrine?

California Business Contracts: What is the Merger Doctrine? San Diego and California businesses largely operate on the basis of contract law. Often, the contracts are simple and pre-printed; other times the contracts are lengthy and complicated. Likely, the longer contracts went through several versions and had many revisions. If [...]

By |2023-11-09T18:38:47-08:00January 11th, 2018|
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