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Corporate Governance / M&A / Exits

Business lawyer in Los Angeles

The Difference between Stock Options and Stock Warrants

If you started a business, or recently joined a startup, there is a strong likelihood that a portion of your overall compensation package (or the compensation package offered to new hires) will include stock options and/or stock warrants. It is important to understand the key differences between these stock instruments to ensure comprehension of what will follow when a stock option or stock warrant is offered to a new employee, or as an investor on…
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Business Attorney in Los Angeles

Business Succession Planning

Harvard Business Review reported that close to 70 percent of family-owned businesses fail or get sold to a third party before a second generation owner gets a chance to take the proverbial reigns. And only around 10 percent of family-owned businesses remain active, privately held companies for a third-generation-owner to lead, according to HBR.org. If you own a small business, you may be asking yourself, “what steps can I take to protect my business and…
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What is a Right of First Refusal

A Right of First Refusal is an important legal issue in corporate law. No matter the type of business you own or manage, it is a relevant topic and can be used at a strong business strategy. The right of first refusal gives a certain party the opportunity to engage in a transaction before another party can do so. If a right of first refusal is granted but not honored, it can lead to a…
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What to Include in a Shareholder Agreement

A shareholder agreement is a legal document that creates the contractual terms by which a corporation is governed. Drafting a shareholder agreement for your corporation is a very important step, as it notes how the business functions, as well as how certain business situations and events should be handled in the future. While most template shareholder agreements include many of the same provisions, it is imperative that you discuss with an experienced corporate attorney in…
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The Importance of Due Diligence in an Acquisition

Acquisitions are often risky and stressful for companies, especially small companies. There are a lot of steps involved and companies should never attempt to conduct an acquisition without consulting with an experienced Mergers and Acquisitions attorney in Los Angeles. What’s Involved in an Acquisition? In basic terms, an acquisition is when one company purchases all (or substantial amount) of another company’s stock in order to gain control or substantially all of the assets of another…
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Your Business May Need a Buy/Sell Agreement

If your business has multiple owners, you need a sound buy/sell agreement in place. A buy/sell agreement is a contractual document between the owners or shareholders that creates rules for what will happen if and when one of the co-owners die, becomes disabled, needs to transfer his or her share, or decides to leave the company. A buy/sell agreement is a business planning tool designed to avoid negative outcomes if a misfortune happens. An experienced…
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The Top 5 Provisions To Include In Your Corporate Bylaws

Corporate Bylaws are rules and regulations adopted by your corporation’s board of directors to provide a framework for its operation and management. Bylaws can be crucial in preventing misunderstandings between the owners of a company regarding how the company is being managed and are too often treated as a boiler-plate document.A corporation’s Bylaws should not be confused with its articles of incorporation, which is a public document and must be filed with the secretary of…
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Shareholder Distribution by California Corporations: Important Restrictions and Standards You Need to Know

In 2011, the California Legislature amended the California Corporations Code to add a value component to the statutory test governing distributions to shareholders. These changes were meant to simplify and modernize the guidelines for California corporations to follow when distributing dividends. As the best corporate attorney in Los Angeles will tell you, these changes create the potential for new risks and rewards for investors. These changes to the law, found in Sections 500-509 of the…
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4 Reasons for Buy-Sell Agreements

In the event that death, bankruptcy, divorce, or a material dispute between business partners occurs, it is important for preparations to be made in advance of such unpleasantries. One of the most important contracts in a business relationship, the buy-sell agreement, helps address these situations. If you are contemplating whether to formalize a buy-sell agreement or considering improving your existing buy-sell agreement, here are several advantages that well written buy-sell agreements provide to your business:…
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