Oakland California Business Lawyers

Business Law
Our areas of specialty are indicated in the matrix below.  We will be pleased to refer you to other counsel if your legal needs are outside our areas of expertise.
Business Law		Morton	Lulofs
	Business Formation
	Business Litigation
	Business Organization
	Business Transactions
	Buying and Selling of Businesses
	Limited Liability Company Law
	Corporations

We have helped form hundreds of new companies for high tech start-ups and traditional businesses. Our focus is on the needs of the entrepreneur: what form of entity works best, what tax attributes it should have, what equity structure and management roles are apt.

We guide the entrepreneur through short-term choices and longer-term planning. For standardized choices, we offer reasonable, fixed-fee packages that facilitate start-up. We also explain ways to keep administrative burdens to a minimum. Our focus is practical yet strategic.

Examples of Company Formation Services are:

• Choice of entity
• Incorporation
• Limited Liability Companies (LLCs)
• Partnerships

We represent and advise businesses concerning both the incentive and the risk side of hiring and employment.

We advise and prepare documents concerning:

• Employment agreements
• Independent contractor agreements
• Confidentiality agreements
• Invention assignment agreements
• Non-solicitation agreements
• Incentive stock and bonus packages

We advise on the full range of employment issues, such as hiring, firing, workplace issues, personnel policies, and separation agreements.

We also assist businesses and executives with employment disputes.

We have advised and represented many companies in setting up equity incentives for key people.

There are typically two important groups for equity incentives: founders and key employees (or contractors).

Founder issues usually involve granting the company repurchase option rights if a founder leaves the company or attempts to compete.

With respect to other key people, we advise and prepare documents for:

• Stock option plans
• Incentive stock options (ISOs)
• Non-qualified stock options (NSOs)
• Immediate-exercise options
• Deferred-payment options
• Associated plan administration
• Restricted stock grants
• Section 83(b) elections
• Tax advice for equity incentives
• Restructuring option plans

Stock incentives are not for all businesses, but those who use them need to do them right. We can provide you with the needed expertise for this purpose.

Over the past decade, we have helped clients raise many millions of dollars in funding rounds.

We often help negotiate and structure seed and bridge rounds from wealthy individuals or angel groups.

We also help clients with later-stage VC rounds.

For high tech clients, we often help clients with strategic investments involving key technology rights as well as cash.

In more detail, we advise and prepare documents concerning:

• Term sheets for any funding
• Bridge, seed, and angel funding
• Convertible notes and debentures
• Venture capital funding
• Strategic partner investments
• Securities law compliance
• Regulation D (Rule 504, 505, 506)
• Private placement memoranda
• Section 4(2) placement issues
• Blue sky compliance
• Stock purchase agreements
• Subscription agreements
• Preferred stock (Series A, B, etc.)
• Investor rights’ agreements
• Co-sale agreements with founders
• Voting agreements
• Investor protective provisions
• Pre-emptive rights issues
• Redemption issues
• Registration rights
• Due diligence implementation
• Internet-based offerings

We work with many types of investors, but we do not represent them. We represent entrepreneurs and their companies only.

We have substantial experience with M&A work over two decades.

Businesses can be bought and sold in many ways, taxable and tax-free and for cash, stock, or some mix of consideration.

We are sophisticated enough to help buyers and sellers in such deals ranging in value to $50 million or more. And we are nimble enough to be cost-effective when a small business is sold as well.

In this area, we advise and represent concerning:

• Preliminary negotiations
• Protecting confidential information
• No-shop agreements
• Drag-along rights
• Broker issues
• Term sheets
• Asset purchases and sales
• Stock purchases and sales
• Plans of merger
• Spin-offs
• Corporate reorganizations
• Tax planning
• Due diligence
• Escrows and closings
• Non-competition agreements
• All other transaction documents

We bring an experienced and practical focus to our acquisition work – critical to lending credibility and perspective to what can be a high-pressure event.