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San Diego Businesses: Using On-Time Payment and Interest Clauses

San Diego Businesses: Using On-Time Payment and Interest Clauses With any contract in which payment is not due on delivery -- typical vendor and service contracts, for example -- it is essential to communicate in the contract the expectation that payment will be made on time; monthly interest provisions [...]

By |2023-11-10T11:55:56-08:00January 10th, 2018|

Checklist for Writing an Official Social Media Policy (Part I)

Checklist for Writing an Official Social Media Policy (Part I) Even if your San Diego business is small, with just a couple of employees, it is important to have a social media policy statement. Indeed, you may need TWO policy statements: one for regular employees and another for employees [...]

By |2023-11-10T11:53:33-08:00January 9th, 2018|

What is a California Nonprofit Corporation? A Quick Primer

What is a California Nonprofit Corporation? A Quick Primer As the name would imply, a nonprofit corporation is a corporation that is formed for any purpose other than trying to make a profit. Charity and religious organizations are good examples. That is not to say that a nonprofit does [...]

By |2023-11-10T11:53:04-08:00January 8th, 2018|

San Diego Businesses: A Few Tips for Mining Your Data to Drive Marketshare

San Diego Businesses: A Few Tips for Mining Your Data to Drive Marketshare Every San Diego and California business gathers data. "Data" does not have to be anything mysterious or processed by room-sized computers. Data can be as simple as your rolodex full of names, numbers, and addresses. Moreover, [...]

By |2023-11-10T11:52:32-08:00January 7th, 2018|

Are Cryptocurrencies “Securities” Under California Law? SEC Offers Guidance

Are Cryptocurrencies "Securities" Under California Law? SEC Offers Guidance Cryptocurrencies have been in the news lately with Bitcoin reaching the $19,000 plateau in mid-December 2017. Some analysts are predicting that Bitcoin will surge even higher, though other analysts disagree. See report here. But, Bitcoin is not the only cryptocurrency. [...]

By |2023-11-10T11:51:54-08:00January 6th, 2018|

The Value of Mediation as an Alternative to Litigation

The Value of Mediation as an Alternative to Litigation As we have said in the past, every San Diego and California business can expect to have business-related legal disputes at some point. Disputes arise not necessarily because someone is behaving badly, but often are because mistakes happen or circumstances [...]

By |2023-11-10T11:51:29-08:00January 5th, 2018|

San Diego Liquor Festivals and California State Trademarks

San Diego Liquor Festivals and California State Trademarks Many San Diego and California businesses understand the importance of trademarks. Many are familiar with the fact that registering trademarks is done through the US Patent & Trademark Office. However, it is less well-known that a San Diego business can register [...]

By |2023-11-09T20:36:09-08:00January 4th, 2018|

California Contract Drafting: Employee vs Independent Contractor

California Contract Drafting: Employee vs Independent Contractor Many San Diego and California businesses have employees and many have independent contractors, and some have both. Whether a worker is considered an "employee" or an "independent contractor" has important implications for many aspects of a business including: Labor laws Taxation -- [...]

By |2023-11-10T11:50:52-08:00January 3rd, 2018|

Considerations When Crowdsourcing Your R&D and Marketing

Considerations When Crowdsourcing Your R&D and Marketing For the last few years, crowdsourcing research and development ("R&D") and marketing has become the big "in" thing for San Diego and California businesses. A good example is a certain national brand of potato chips that has been running a yearly new-chip-flavor [...]

By |2023-11-10T11:50:30-08:00January 2nd, 2018|

The Value of a Demand Letter Sent by Your Trusted Business Lawyer

The Value of a Demand Letter Sent by Your Trusted Business Lawyer It is almost inevitable that, when running your San Diego business, you are going to end up in various business-related disputes. Some vendor will not deliver, some customer does not pay, or your landlord has made a [...]

By |2023-11-10T11:50:04-08:00January 1st, 2018|

What is New With California Franchise Relations Law?

What is New With California Franchise Relations Law? The relationship between a franchisor and franchisee is governed by the California Franchise Relations Act ("CFRA") codified at Cal. Bus. & Prof. Code, § 20000 et seq. The CFRA covers renewal, nonrenewal and termination of franchises. There have been some recent [...]

By |2023-11-09T18:21:04-08:00December 31st, 2017|

How Talented Legal Counsel Can Help Your Business Grow

How Talented Legal Counsel Can Help Your Business Grow Every business needs a talented and experienced business lawyer. Aside from providing good advice, a talented and dedicated business lawyer is actually "good for business" and can help your business grow. Here are the ways that we here at San [...]

By |2023-11-10T12:11:39-08:00December 30th, 2017|

Checklist for Forming Your New Corporation or LLC: Lessons from Club de Cuervos

Checklist for Forming Your New Corporation or LLC: Lessons from Club de Cuervos Whether you and your friend(s) are starting a new business or whether you are finally taking that momentous step and converting from partnership to corporation or LLC, here is a checklist of issues to decide in [...]

By |2023-11-09T20:29:24-08:00December 29th, 2017|

The Importance of Shareholder’s Meetings

The Importance of Shareholder's Meetings We recently wrote about the board of directors and corporate directors of San Diego corporations. In this article, we discuss the importance of shareholder meetings. Although these kinds of meetings may be less frequent, they are often more important. San Diego Corporations: Typical Structure [...]

By |2023-11-10T12:11:00-08:00December 28th, 2017|

Legal Characteristics of the Corporate Form

Legal Characteristics of the Corporate Form Corporations and other corporate forms are common in our economic landscape. Average people deal with corporations in every aspect of their lives, from the grocery store to cell phone service providers. Many people probably know that corporations are formed by filling out and [...]

By |2023-11-10T12:10:38-08:00December 27th, 2017|

Another Reason to Incorporate: Establishing a Business Credit Rating

Another Reason to Incorporate: Establishing a Business Credit Rating There are many advantages to creating a corporation to run your San Diego business including: Shielding personal assets from business-related creditors Tax expensing options Other potential tax benefits -- "S" Corp status, for example Transferability of the business Continuity of [...]

By |2023-11-09T19:41:19-08:00December 26th, 2017|

Duties Owed to Other Shareholders When Dissolving the Corporation

Duties Owed to Other Shareholders When Dissolving the Corporation Under California law, all officers, directors, and majority shareholders owe fiduciary duties to minority shareholders and to other members of the corporation. Among the most common claims of breach of fiduciary duty are: Self-dealing Diversion of business opportunities. Most often, [...]

By |2023-11-10T12:10:02-08:00December 25th, 2017|

YouTube and Specific Performance in California (Part II)

YouTube and Specific Performance in California (Part II) With respect to business contracts in California, if there is a breach of contract, sometimes the remedy of "specific performance" is available. Cal. Civ. Code, § 3384 provides that "[e]xcept as otherwise provided in this Article, the specific performance of an [...]

By |2023-11-10T12:09:35-08:00December 24th, 2017|

What is Specific Performance in San Diego? (Part I)

What is Specific Performance in San Diego? (Part I) With respect to business contracts in California, "specific performance" is one of several remedies that a San Diego business can seek for breach of contract. For this part I on specific performance in California, here are a few basic legal [...]

By |2023-11-10T12:09:09-08:00December 23rd, 2017|

California Businesses: Yes, You Can Limit the Right to Sue

California Businesses: Yes, You Can Limit the Right to Sue Generally speaking, business contracts serve two purposes - one, to effectuate your deal and, two, to limit your risks and legal liability as much as possible. One of the best ways to limit your legal liability is to obtain [...]

By |2023-11-09T20:46:10-08:00December 22nd, 2017|

Selling a San Diego Business: What is Your Duty to Disclose?

Selling a San Diego Business: What is Your Duty to Disclose? Selling a business in San Diego is a complex and time-consuming process. Your skilled and talented business lawyers, like the ones at San Diego Corporate Law, have drafted and redrafted the sales contracts. Now everyone is in the [...]

By |2023-11-10T12:08:05-08:00December 21st, 2017|

Data Breaches and Data Protection for San Diego Businesses

Data Breaches and Data Protection for San Diego Businesses Every successful business should have a website and a web presence. Along with the positives of e-commerce, there come many responsibilities. We wrote recently about how businesses must keep their websites in compliance with the American Disabilities Act and two [...]

By |2023-11-10T12:07:35-08:00December 20th, 2017|

California Private Security Exemptions: What is a Preexisting Relationship?

California Private Security Exemptions: What is a Preexisting Relationship? Sales of securities in California are governed by the California Corporate Securities Law of 1968 codified at Cal. Corp. Code, § 25000 et seq. Violation of the law can lead to criminal, civil, and administrative proceedings. San Diego Securities Law: [...]

By |2023-11-10T12:07:13-08:00December 19th, 2017|

San Diego Medical Professional Corporations: What Fiduciary Duties are Owed?

San Diego Medical Professional Corporations: What Fiduciary Duties are Owed? In San Diego, medical professionals -- healing arts practitioners -- are able to form Professional Corporations pursuant to the Moscone-Knox Professional Corporation Act. See Cal. Corp. Code, § 13400 et seq. As with all corporations, the main purpose of [...]

By |2023-11-09T18:53:19-08:00December 18th, 2017|

Breach of Contract in San Diego: The Types of Damages Available

Breach of Contract in San Diego: The Types of Damages Available If you are running a business in San Diego or in any other part of California, you are constantly dealing with contracts. Hopefully it is rare, but at some point, you may end up in a contract dispute. [...]

By |2023-11-09T19:18:42-08:00December 17th, 2017|

Who is a “Director” With Respect to Your San Diego Corporation?

Who is a "Director" With Respect to Your San Diego Corporation? In general, San Diego corporations are run by a Board of Directors. The Board meets regularly to make important, strategic decisions. Among those decisions are hiring a chief executive officer ("CEO") and then authorizing the CEO to run [...]

By |2023-11-10T12:06:14-08:00December 16th, 2017|

Six Mistakes to Avoid When Running the Family Business

Six Mistakes to Avoid When Running the Family Business A family-owned and family-run business in San Diego should be treated as seriously as any other business. In San Diego County, California, there are six mistakes to avoid when running your family business. Failure to Get Permits, Licenses, and Registrations [...]

By |2023-11-10T12:02:15-08:00December 15th, 2017|

When is a San Diego Contract Voidable Because of Mistake?

When is a San Diego Contract Voidable Because of Mistake? There are many defenses to a breach of contract lawsuits in California. One of them is mistake. A mistake can be unilateral, made by only one party to the contract, or bilateral, made by both parties. Excellent and trusted [...]

By |2023-11-09T18:38:17-08:00December 14th, 2017|

What is the Parol Evidence Rule?

What is the Parol Evidence Rule? If your San Diego business has signed a contract for, say, exploration and development of natural gas and oil on certain lands, but a dispute arises over the contract, then you will likely end up in court. The parol evidence rule is a [...]

By |2023-11-09T04:20:21-08:00December 13th, 2017|

Who can Sign Contracts for My San Diego Business?

Who can Sign Contracts for My San Diego Business? Most business contracts are made in writing and, occasionally, the question arises: Who can sign contracts for my business? In short, the answer is owners and anyone who the owners authorize to sign contracts on behalf of the business. In [...]

By |2023-11-09T19:16:56-08:00December 12th, 2017|

Can a San Diego Business Really Accept an Offer by Silence?

Can a San Diego Business Really Accept an Offer by Silence? As we have recently discussed here, the basics of contract formation are offer, acceptance, and consideration which creates a meeting of the minds. Generally speaking, "acceptance" is saying or writing or acting in some way that expresses agreement [...]

By |2023-11-10T12:23:28-08:00December 11th, 2017|

What is Vicarious Liability?

What is Vicarious Liability? In San Diego, businesses are liable for the acts of their employees when the employees are working. In general, employees are agents for their employers and all principals can be held liable for the acts or omissions of their agents when conducting the business of [...]

By |2023-11-10T12:23:03-08:00December 10th, 2017|

How is a San Diego “Fiduciary” Different from a San Diego “Agent”?

How is a San Diego "Fiduciary" Different from a San Diego "Agent"? In San Diego and all across California, businesses and even ordinary people hire and retain agents. Think, for example, about buying a house. You go online or make phone calls and hire a real estate agent. That [...]

By |2023-11-10T12:22:38-08:00December 9th, 2017|

San Diego Business Contracts: What is a “Time is of the Essence” Clause?

San Diego Business Contracts: What is a "Time is of the Essence" Clause? You sometimes see a clause in a California business contract that simply says: "Time is of the essence." You may ask yourself: What does that mean? In basic terms, a contract provision stating "Time is of [...]

By |2023-11-09T18:27:53-08:00December 8th, 2017|

San Diego Businesses Trading With Mexico? What is The Convention for the International Sale of Goods?

San Diego Businesses Trading With Mexico? What is The Convention for the International Sale of Goods? Many San Diego businesses are familiar with basic California business law and business contracts. Many are familiar with the Uniform Commercial Code. But what is CISG? That is an acronym that stands for [...]

By |2023-11-10T12:22:00-08:00December 7th, 2017|

What is a San Diego Joint Venture?

What is a San Diego Joint Venture? Under California law, a joint venture is a type of general partnership. Like a partnership, California case law defines a joint venture as an undertaking by two or more persons or entities to jointly carry out a single business enterprise for profit. [...]

By |2023-11-10T12:21:37-08:00December 6th, 2017|

San Diego Corporations: The Importance of Board Minutes

San Diego Corporations: The Importance of Board Minutes Many California corporations know that meetings of the Board of Directors are required at least once a year. However, some may not recognize the importance of board minutes. Here is a brief discussion of why board minutes are so important. To [...]

By |2023-11-10T12:21:08-08:00December 5th, 2017|

Expelling a Member of a San Diego LLC: You Should Revise Your Operating Agreement

Expelling a Member of a San Diego LLC: You Should Revise Your Operating Agreement When you start your new business, everything seems perfect. But times change and now you have this troublesome member of your LLC. You ask yourself: How do I expel a member of my LLC? As [...]

By |2023-11-09T18:10:38-08:00December 4th, 2017|

Brief History of the LLC

Brief History of the LLC Have you been wondering: Should I form a corporation or an LLC? Here at San Diego Corporate Law, we can help you decide which type of entity will best meet your needs, and for many people means forming California limited liability companies ("LLC"). A [...]

By |2023-11-09T18:21:32-08:00December 3rd, 2017|

Family Businesses: A San Diego LLC is a Good Choice

Family Businesses: A San Diego LLC is a Good Choice Family-run businesses are unique and have their own special needs. Forming a San Diego limited liability corporation ("LLC") can help by: Protecting the family assets Clearly identifying management responsibilities Providing for succession of management Estate planning Family businesses are [...]

By |2023-11-10T12:20:21-08:00December 2nd, 2017|

How are Government Contracts Different?

How are Government Contracts Different? Recently, we here at San Diego Corporate Law have written about various aspects of corporate and business law including the need for and importance of having written contracts. We occasionally get questions from clients about government contracts and how those contracts are different. Because [...]

By |2023-11-10T12:19:59-08:00December 1st, 2017|

E-Commerce and the Need to Incorporate

E-Commerce and the Need to Incorporate As we here at San Diego Corporate Law have written on several occasions, there are many good reasons to incorporate. However, when contemplating starting a global e-commerce business or expanding your existing business into global e-commerce, incorporating is essential. There are just too [...]

By |2023-11-10T12:19:29-08:00November 30th, 2017|

Executive Employment Agreements Require Special Attention

Executive Employment Agreements Require Special Attention With San Diego employment contracts for regular employees, there are the standard provisions regarding job duties, dress code, anti-harassment and discrimination provisions, etc. However, with executive level employees, a well-drafted and well-considered employment agreement is essential both to protect your business and the [...]

By |2023-11-09T19:42:50-08:00November 29th, 2017|

Be Careful Using Endorsers and/or Influencers to Promote Your San Diego Business

Be Careful Using Endorsers and/or Influencers to Promote Your San Diego Business The hottest trend in advertising is the use of social media endorsers (aka "influencers"). Caution is warranted, however, because if you and your San Diego business fail to properly disclose pertinent information, your business will run afoul [...]

By |2023-11-10T12:18:31-08:00November 27th, 2017|

What is a California LLP?

What is a California LLP? We recently wrote about the features of general partnerships and also about limited partnerships. Under California law, there is one more type of partnership that can formed: a California limited liability partnership (a "California LLP"). A California LLP can only be formed by and [...]

By |2023-11-10T12:17:54-08:00November 26th, 2017|

Tips for Starting Your Own San Diego Holiday Pop-Up Shop

Tips for Starting Your Own San Diego Holiday Pop-Up Shop The holiday season is upon us. Along with everything else cheery and bright, the holiday season brings an infusion of pop-up shops. Some San Diego bars are converting to themes for the winter holiday and New Year’s and national [...]

By |2023-11-10T12:14:37-08:00November 25th, 2017|

Is Reverse Corporate Veil Piercing Allowed in California?

Is Reverse Corporate Veil Piercing Allowed in California? In August of 2017, in the case of Curci Investments, LLC v. Baldwin, 14 Cal. App. 5th 214, the California Court of Appeal for the 4th Appellate District approved a reverse piercing of the corporate veil. This is new law, since [...]

By |2023-11-10T12:14:15-08:00November 24th, 2017|

What is a “Security” Under California Law?

What is a "Security" Under California Law? Many people are aware that the offer and sale of securities are governed by federal and California law. The applicable California law is the Corporate Securities Law of 1968 ("CSL"). See Cal. Corp. Code, §§ 25000-25707. In general, § 25110 of the [...]

By |2023-11-10T12:13:44-08:00November 23rd, 2017|

San Diego Law: What is the Business Judgment Rule? (Part I)

San Diego Law: What is the Business Judgment Rule? (Part I) The business judgment rule provides personal immunity to directors of a corporation from being sued by the shareholders and/or investors if a decision made by the directors turns out to be a bad one. The business judgment rule [...]

By |2023-11-09T19:03:03-08:00November 22nd, 2017|

San Diego Startups: What’s in a Business Name?

San Diego Startups: What's in a Business Name? When you think about starting up a new business, the first thing most people think of is a name. Usually, people choose a name for the business that is special to the people starting the business. Maybe something about father and [...]

By |2023-11-09T20:59:02-08:00November 21st, 2017|

The Duty to Mitigate Damages

The Duty to Mitigate Damages The duty to mitigate requires a party suffering a breach of contract to take reasonable steps to mitigate those damages. In general, if you or your business suffers a loss or is damaged because a third party has breached a contract, you have the [...]

By |2023-11-10T12:58:25-08:00November 20th, 2017|

An Action Plan for Protecting Your Trade Secrets

An Action Plan for Protecting Your Trade Secrets As we discussed here, trade secrets are often the key to seizing and maintaining marketshare in a fiercely competitive marketplace. Trade secrets are protected under the California version of the Uniform Trade Secrets Act ("UTSA"). See Cal. Civ. Code §§ 3426, [...]

By |2023-11-10T12:58:00-08:00November 19th, 2017|

When is “Lack of Consideration” a Defense to Breach of Contract?

When is "Lack of Consideration" a Defense to Breach of Contract? As we wrote more fully here, a legally enforceable contract requires three main ingredients: offer, acceptance, and consideration. "Consideration" is something of value exchanged to make a contract legally binding. "Lack of consideration" is a valid defense to [...]

By |2023-11-10T12:57:29-08:00November 18th, 2017|

Impossibility as a Defense to Breach of Contract

Impossibility as a Defense to Breach of Contract   Sometimes events happen that make it impossible for a business to meet its obligations under a contract. In true situations of impossibility, impossibility becomes a defense to a claim for breach of contract; that is, the courts will say that [...]

By |2023-11-09T20:48:15-08:00November 16th, 2017|

The Implied Covenant of Good Faith and Fair Dealing

The Implied Covenant of Good Faith and Fair Dealing Every business contract -- indeed, every contract -- contains an implied covenant of good faith and fair dealing. Breaching this implied covenant can subject your business to litigation and to damages. A good business lawyer can help. What is the [...]

By |2023-11-10T12:55:46-08:00November 15th, 2017|

The Importance of Written Contracts: Avoiding Vague and Uncertain Terms

The Importance of Written Contracts: Avoiding Vague and Uncertain Terms   Any good business lawyer will counsel a business owner on the need for written contracts. One important reason for reducing your agreements to writing is to avoid vague and uncertain terms that will not or cannot be enforced [...]

By |2023-11-10T12:55:24-08:00November 14th, 2017|

What is the Difference Between the Duty to Indemnify and the Duty to Defend?

What is the Difference Between the Duty to Indemnify and the Duty to Defend?   Many business contracts include duty to indemnify and duty to defend provisions. The question arises: What is the differences between the two duties? This article delineates important differences. In short, the two duties are [...]

By |2023-11-10T12:54:59-08:00November 13th, 2017|

What is New with California Social Purpose Corporations?

What is New with California Social Purpose Corporations?   On October 11, 2011, to great fanfare, California enacted the Corporate Flexibility Act of 2011 creating two new corporate forms called “flexible purpose corporations” and “social benefit corporations.” In 2014, those were combined and renamed as “social purpose corporations.” The [...]

By |2023-11-10T12:54:35-08:00November 12th, 2017|

What is a California Limited Partnership?

What is a California Limited Partnership?   In simple terms, a California limited partnership is a partnership with one or more partners who are "limited" in terms of management and liability. A California limited partnership can be best understood in comparison to a California general partnership. California General Partnership: [...]

By |2023-11-09T19:15:06-08:00November 11th, 2017|

What is a Breach of Contract?

What is a Breach of Contract?   In every aspect of running your business, you are constantly dealing with contracts. So, what is a “breach of contract?” In theory, the legal concept is common-sense: You have breached the contract if you fail to do what you agreed to do. [...]

By |2023-11-10T12:53:48-08:00November 10th, 2017|

How a Good Business Lawyer Helps You Survive in the Marketplace

How a Good Business Lawyer Helps You Survive in the Marketplace   Starting any business is risky. According to one report, eight out of 10 new businesses fail within the first 18 months. As the article says, that is a "whopping 80% crash and burn" rate. However, there are [...]

By |2023-11-10T12:53:24-08:00November 9th, 2017|

Advice on How to Avoid False Advertising Claims

Advice on How to Avoid False Advertising Claims   Both federal and California law prohibits unfair and deceptive business practices including making false statements in advertising and on your packaging. Here is a brief description of the legal issues and some advice on how to avoid false advertising. What [...]

By |2023-11-10T12:52:54-08:00November 8th, 2017|

What Should be Included in a California Partnership Agreement?

What Should be Included in a California Partnership Agreement?   Being in business with friends and/or colleagues can be highly rewarding, both personally and economically. You and your partners share a common vision, share similar values, and work together to build self-worth and achieve business success. But, disputes arise [...]

By |2023-11-10T12:52:33-08:00November 7th, 2017|

Medical Practice Breakups: Are Patient Records Trade Secrets?

Medical Practice Breakups: Are Patient Records Trade Secrets?   Some of the most acrimonious business "breakups" are ones involving medical practices. When a physician separates from his or her former practice, there is a natural tendency to want to migrate the patients to the new practice. That raises the [...]

By |2023-11-10T12:52:09-08:00November 6th, 2017|

A Checklist for Hiring Your First Employee

A Checklist for Hiring Your First Employee   Starting your own business is exciting, but also challenging. One of the most daunting tasks is formally hiring your first employee. This task is risky, too. Here is a checklist of steps to take before you officially become a boss. Define [...]

By |2023-11-09T18:46:23-08:00November 5th, 2017|

What is a California General Partnership?

What is a California General Partnership?   A California general partnership is a simple and intuitive concept. When two or more people own and operate a business without a formal corporate structure, they are a general partnership. Put another way, a California general partnership is very similar to a [...]

By |2023-11-10T12:51:28-08:00November 4th, 2017|

Advantages for California Businesses Using Arbitration Clauses

Advantages for California Businesses Using Arbitration Clauses   As a mechanism for alternative dispute resolution, arbitration has many advantages for California businesses. Serious consideration should be given to including arbitration clauses in all California contracts. What is Arbitration? Arbitration is an out-of-court process for settling disputes that might commonly [...]

By |2023-11-10T12:51:03-08:00November 3rd, 2017|

Using a California Employment Contract to Achieve Non-compete Goals

Using a California Employment Contract to Achieve Non-compete Goals   It is well-known that non-compete agreements in California are unenforceable outside of a couple of limited circumstances. However, a well-drafted California employment agreement can accomplish many of the goals that businesses seek to achieve with a non-compete agreement. Most [...]

By |2023-11-10T12:50:43-08:00November 2nd, 2017|

Five Steps for Preventing Raids on Your Employees

Five Steps for Preventing Raids on Your Employees   Staffing talent is often one of the most valuable assets for California companies. Preventing raids on your employees is important, particularly when a high-level, managerial employee is departing. The last thing you want is a flood of other employee departing, [...]

By |2023-11-10T13:06:09-08:00November 1st, 2017|

What is a Fictitious Business Name?

What is a Fictitious Business Name?   When you conduct business in California under any name other than your name or the exact name of your California corporation or California LLC, you are operating under a “fictitious business name.” For example, if you incorporated as "ABC Smartphone Store, Inc.," [...]

By |2023-11-09T18:48:13-08:00October 31st, 2017|

Can a California LLC Have an Oral Operating Agreement?

Can a California LLC Have an Oral Operating Agreement?   Sometimes, new business owners are leery of forming a California Limited Liability Company ("California LLC") as opposed to a California corporation or California partnership because they are daunted by the need for an operating agreement. Most good operating agreements [...]

By |2023-11-09T19:14:15-08:00October 30th, 2017|

The Importance of a Custom-Drafted Operating Agreement for a California LLC

The Importance of a Custom-Drafted Operating Agreement for a California LLC   California Limited Liability Companies ("LLCs") are governed by their operating agreements. California LLC operating agreements do not have to be formalized or even in writing (however, it is a good idea to do so!). The California Corporations [...]

By |2023-11-10T13:05:19-08:00October 29th, 2017|

Basic Differences and Similarities Between a California Corporation and a California LLC

Basic Differences and Similarities Between a California Corporation and a California LLC When forming your California corporate entity, you have many options including forming a California corporation or creating a California limited liability company (" California LLC"). Most people are familiar with the idea of how California corporations work [...]

By |2023-11-10T13:04:53-08:00October 28th, 2017|

Checklist of Licenses, Registrations, Permits, and Tax Numbers to Operate Your Business in California

Checklist of Licenses, Registrations, Permits, and Tax Numbers to Operate Your Business in California As we wrote recently here, nearly every business needs some kind of business license or permit to operate in California. Here is a checklist of licenses, registrations, permits, and tax numbers that you might need. [...]

By |2023-11-09T20:56:45-08:00October 27th, 2017|

Commercial Leases 101: What New Business Owners Need to Know

Commercial Leases 101: What New Business Owners Need to Know Starting your own business is both exciting and nerve-wracking. You are exerting a tremendous amount of energy and creativity, but there are so many details. Finding your perfect retail or office space is just as important and involved. It [...]

By |2023-11-10T13:04:14-08:00October 26th, 2017|

Laws You Must Consider When Advertising in California

Laws You Must Consider When Advertising in California Your new startup has to advertise and market in order to seize market share. If your business wants to retain market share, you are going to need to market your products or services and advertise as well. Marketing is supposed to [...]

By |2023-11-09T20:37:36-08:00October 25th, 2017|

Personal Guaranties Put Your Personal Assets at Risk

Personal Guaranties Put Your Personal Assets at Risk Almost every company has financing, particularly small companies. Almost as often, the lender requires that the company owners -- the principals -- sign personal guaranties for the loan amounts. Some personal guaranty agreements are quite onerous and give the lender: The [...]

By |2023-11-10T13:03:41-08:00October 24th, 2017|

Pros and Cons of Buying a Franchise

Pros and Cons of Buying a Franchise If you have been thinking of starting a business or buying a business, it is likely you have also thought about buying a franchise. A franchise is a type of business where you pay a franchising fee and the owners or "franchisors," [...]

By |2023-11-10T13:03:17-08:00October 23rd, 2017|

How to Verify Accredited Investor Status for 506(c) Offering

How to Verify “Accredited Investor” Status for 506(c) Offering As we discussed here, using Rule 506(c) under Regulation D has some significant advantages, the most important of which are the ability to engage in general solicitation and advertising and the non-requirement that the investors have a preexisting relationship with [...]

By |2023-11-09T18:35:29-08:00October 22nd, 2017|

Checklist of Legal Issues When Buying or Selling a Business

Checklist of Legal Issues When Buying or Selling a Business There are many legal issues to consider when buying or selling a business. It is a complicated and confusing process. You are going to need a talented and skilled corporate attorney to help. Here is a quick checklist of legal issues [...]

By |2023-11-10T13:02:45-08:00October 21st, 2017|

When to Create a Corporation for Your Child’s Business

When to Create a Corporation for Your Child’s Business My first foray into entrepreneurship was a retail business selling designer sunglasses, windproof lighters, and just about any other $10-$100 items I could get my hands on back in the early 1990’s. Before the internet, there was a special telephone [...]

By |2023-11-10T13:02:22-08:00October 20th, 2017|

Merger and Acquisition Lessons from Walgreens and Rite Aid

Merger and Acquisition Lessons from Walgreens and Rite Aid There are two important lessons to be learned from the recent efforts by Walgreens to buy Rite Aid: Never give up. You have options; if you cannot accomplish a stock purchase, then go for an asset purchase. Background As recently [...]

By |2023-11-10T13:01:58-08:00October 19th, 2017|

Bad Actors Under Rule 504 of Regulation D

Bad Actors Under Rule 504 of Regulation D   Regulation D provides an exemption from registration under the Securities Act of 1933 for the offer and sale of securities. As you may know, the Securities and Exchange Commission made significant changes to Regulation D that took effect in 2017. [...]

By |2023-11-09T18:29:26-08:00October 18th, 2017|

Six Good Reasons to Sell Your Business NOW

Six Good Reasons to Sell Your Business NOW   Running your own business may have been a lifelong dream, but there is no denying that running your own business is a lot of hard work. Frankly, the charm may have worn off for your business, your business may have [...]

By |2023-11-10T13:01:24-08:00October 17th, 2017|

Are You an Accredited Investor?

Are You an Accredited Investor?   Accredited investors are a unique category of investors who are allowed to invest in certain types of securities that preclude unaccredited investors. The federal government regulates the sale of securities under the Securities Act of 1933. Many people think of "securities" only as [...]

By |2023-11-09T19:28:16-08:00October 16th, 2017|

What is the California Franchise Tax?

What is the California Franchise Tax? Under California law, all corporate entities must pay an annual franchise tax. The minimum amount due is $800. The tax is collected by California Franchise Tax Board and applies to the following: LLCs (Limited liability companies); S-Corps (Subchapter S corporations); Corporations; Professional corporations [...]

By |2023-11-10T13:00:49-08:00October 15th, 2017|

Formalize Your Business Structure to Avoid an Accidental Partnership

Formalize Your Business Structure to Avoid an Accidental Partnership   When you work with another person or a group of people, if you do not formalize your business entity (as a corporation or otherwise), then, by default, you may unknowingly create a partnership under California's Uniform Partnership Act (“CUPA”). [...]

By |2023-11-09T19:53:37-08:00October 14th, 2017|

Mergers and Acquisitions: Assignment of Contracts

Mergers and Acquisitions: Assignment of Contracts If you and your company are planning to acquire or merge with another company, one of your main due diligence tasks will be to review all the various company and business contracts to ensure that they are assignable to the new business entity. [...]

By |2023-11-09T18:02:50-08:00October 13th, 2017|

Does Your Business Need Employee Non-Disparagement Agreements?

Does Your Business Need Employee Non-Disparagement Agreements?   Businesses are increasingly dependent on having a good reputation in the market-place. Moreover, as the labor market tightens, having a good reputation as an employer and as a place to work is becoming increasingly important. As such, many businesses are now [...]

By |2023-11-09T19:12:06-08:00October 12th, 2017|

For Group Practitioners: Tips for Selling Your Part of the Medical Practice

For Group Practitioners: Tips for Selling Your Part of the Medical Practice When selling any medical practice, including solo practices, there are many important steps to take such as getting an appraisal, advertising, getting your financials in order. For group practitioners, there are some extra considerations. Here are a [...]

By |2023-11-10T13:19:16-08:00October 11th, 2017|

California Businesses: Are Your Websites ADA, Unruh Act, and DPA Compliant?

California Businesses: Are Your Websites ADA, Unruh Act, and DPA Compliant?   Nearly every successful business has a website and an internet presence. Arguably, no business can succeed in today's competitive marketplace without a web presence. Recent case law and legal trends demonstrate that businesses must now consider whether [...]

By |2023-11-10T13:18:53-08:00October 10th, 2017|

The Importance of Paying Your California Franchise Tax

The Importance of Paying Your California Franchise Tax   Every year, companies that are organized as California corporations, California S-Corps, California limited liability companies (LLCs), and California limited partnerships (LPs) must pay taxes to the California Franchise Tax Board. Failure to do so causes your company to lose its [...]

By |2023-11-10T13:18:17-08:00October 9th, 2017|

California Business Contract Basics

California Business Contract Basics   Offer, Acceptance, and Consideration The basics of contract formation are offer, acceptance, and consideration. These are the three components of what is called a "meeting of the minds”. An offer is an expression by words or action to another person or entity of your [...]

By |2023-11-09T20:44:07-08:00October 8th, 2017|

Intellectual Property for California Companies

Intellectual Property for California Companies Intellectual property (IP) rights are often the most valuable asset possessed by a California company. As we previously discussed here, almost every aspect of your business has legally protectible and valuable IP characteristics including: Your business name; Distinctive packaging; Logos; Source codes; Sales literature; [...]

By |2023-11-09T20:42:29-08:00October 7th, 2017|

Will Midwives Soon be Able to Form California Professional Midwife Corporation

Will Midwives Soon be Able to Form California Professional Midwife Corporations? California State Senator Jerry Hill has introduced new legislation, SB 798, that would add a licensed midwives corporation to the list of permitted professional corporations in California. The bill would also add licensed midwives to the lists of [...]

By |2023-11-10T13:17:21-08:00October 6th, 2017|

Conflicts of Interest in Small Businesses

Conflicts of Interest in Small Businesses Conflicts of interest arise often in small businesses, so identifying them and having a policy in place to prevent them are crucial. Generally, a conflict of interest refers to a situation where a principal in the business, such as an officer or director, [...]

By |2023-11-10T13:16:57-08:00April 21st, 2017|

When Businesses Owners Face Personal Liability for Corporate Actions

When Businesses Owners Face Personal Liability for Corporate Actions Directors and officers of a corporation who participate in or personally direct tortious conduct can be found personally liable, rather than being shielded from liability by the corporation. To be personally liable, the director or officer must “authorize, direct, or [...]

By |2023-11-10T13:16:24-08:00April 19th, 2017|

Risks and Rewards of Taking a Political Stance for You and Your Business

Risks and Rewards of Taking a Political Stance for You and Your Business Businesspeople today often take political stances and air their views in the news media, but doing so may negatively affect their businesses. When considering whether you or your business should express political views to the public, [...]

By |2023-11-10T13:15:59-08:00April 17th, 2017|
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