Business Law

Buying or selling a business is a complicated matter. However, with experienced business attorneys on your side, the process is much easier. No matter how large or small the transaction is, we can help. When you leave the legal details to us, you have more time to spend on the other aspects of the transaction.

Representing Sellers

Our experienced attorneys can evaluate any offers you receive and help you make sound decisions no matter the nature of the transaction. Drafting sale contracts (Stock Purchase Agreements or Asset Purchase Agreements) is another service we perform on your behalf. We can also make sure your corporate books and records are in order and comply with legal requirements. While we are not tax lawyers, we do work closely with CPAs and other tax professionals to create tax advantages for your business and insure that the nature of the acquisition, i.e., stock or asset purchase or sale, is the most advantageous to you from an overall tax standpoint.

Representing Buyers

Our attorneys will help you review, evaluate and redline any Letter of Intent (LOI) and purchase agreement to make sure it conforms to the terms of the LOI and has essential representations and warranties to protect you as the buyer. We can also assist in reviewing any legal documents produced in due diligence (such as leases, contracts, corporate records, etc.). If you need a new entity to own the purchased business, we can form the entity for you.

For funding assistance, our attorneys can help you set up installment plans or promissory notes and make sure there is the right security for those notes. Our Carlsbad selling and business lawyers will work to protect your business from financial losses.

Small-business owners often fulfill multiple roles at a company. Hiring a business attorney to perform some of your duties, like contract negotiations, can be very helpful. For example, it can be difficult to transition from negotiating a sales contract with a company to attempting to sell to that same company. We can negotiate contracts for you, leaving you the freedom to make the sale later.

Branfman Mayfield Bustarde Reichenthal LLP philosophy is to set up contracts correctly the first time so your business does not have problems later. Whether you need us to draft the contracts, review existing contracts or negotiate business agreements for you, our attorneys have the experience to assist you.

Because of the expense, protracted litigation is usually a bad idea for small to medium-sized businesses. To avoid problems in the future, we make sure your contracts are set up properly. When we draft contracts, we write them in plain English so they are easy to understand. This reduces the back-and-forth between attorneys and can save you time and money. In fact, our contracts are often accepted with minimal changes.

Branfman Mayfield Bustarde Reichenthal LLP can draft, review or negotiate contracts for your business needs, including:

• Independent contractor agreements
• Master Services Agreement
• Sales representative contracts
• Distributor contracts
• Business-to-business contracts
• Transaction licensing
• Sales and customer contracts
• Terms and conditions

We also handle Internet agreements and policies such as terms of use, privacy policies, content licensing, trademark and copyright licensing, advertising sales contracts, and appropriate disclaimers.

Like any other business, professionals who hold licenses issued by the State of California require competent business advice to understand asset protection, exit-planning strategies and how to effectively run their business. Branfman Mayfield Bustarde Reichenthal LLP provides general counsel services to professionals, including advice on employment matters, trademark and copyright issues, disputes with clients, vendors or competitors and contract review and interpretation. In the event that a dispute cannot be resolved, we can also represent your business in the lawsuit.

At Branfman Mayfield Bustarde Reichenthal LLP, we represent a variety of business professionals, including

• Doctors/Physicians/M.D.’s
• CPA’s/Accountants
• Architects
• Landscape Architects
• Attorneys/Law Firms
• Veterinarians
• Realtors
• Dentists
• Chiropractors

Some of these professions, if incorporated, are required to have a Professional Corporation, which has restrictions on who can be owners/stockholders, officers and directors. All of these professions may need an entity to provide asset protection to its owners, and many of these professions cannot form an LLC. There are several entity options for professionals, depending on the type of profession, including corporations, LLCs, LLP’s and general partnerships.

Some professional corporations, such as medical corporations and law corporations, need permission from the respective licensing agency before it can operate or before it can operate under any name other than the licensed professional’s legal name.

Branfman Mayfield Bustarde Reichenthal LLP can help professionals select the best type of entity to provide protection for its owners, set up a buy-out plan if there are multiple owners and set up master contracts for the professional to use with his or her clients.

Employment law in California is a very complex area of the law. Some laws apply to all employers, while others only apply if you have a certain number of employees. It is important for employers to understand and comply with all applicable laws because employee claims, penalties and claims can take its toll on your business.

At Branfman Mayfield Bustarde Reichenthal LLP, we advise and consult employers. Whether you are a start up looking for some advice on how to comply with California employment law, a seasoned employer who needs clarification on changes to the laws, or just received a demand letter on behalf of a former employee, our experienced attorneys are here to help.

The business attorneys at Branfman Mayfield Bustarde Reichenthal LLP have the knowledge and information to keep you in compliance with employment laws. Topics such as vacation policies, overtime requirements, scheduling of meal breaks, determining if an employee qualifies as a salaried employee and determining if a person is an employee or an independent contractor are just a few of the topics that our attorneys encounter on a regular basis. We are here to help guide you in order to minimize the risk of employee lawsuits.

Branfman Mayfield Bustarde Reichenthal LLP can draft and review many types of business contracts, including employment-related contracts such as:

• At-will employment agreements
• Senior executive agreements
• Non-disclosure agreements
• Non-compete agreements
• Non-solicitation agreements
• Confidentiality agreements (trade secret misappropriation)

We can also draft or review employee handbooks to make sure that they are compliant with state and federal laws.

California has numerous employment laws about the amount and payment of wages. Although there are different ways to determine compensation, such as hourly, salary, piecemeal and commission, at a minimum, all compensation must meet the current minimum wage of the state for the time actually worked. In fact, an employee cannot agree to work for less than the minimum wage.

In addition, if an employee is hourly and works more than eight hours a day, or more than 40 hours in a workweek, the employee is entitled to overtime compensation.

An employee may receive a salary rather than being paid for the number of hours worked. As a general rule, salaried employees are exempt from being paid overtime no matter how many hours they work in a week. However, not every employee is eligible to be a salaried employee. There are certain criteria that must be met before a position qualifies as a salaried position. In addition, the salary for a salaried position must be at least two times the current minimum wage.

In general, employees must be paid at least twice per month. If an employee is fired or quits with more than 72 hours’ notice, the final paycheck is due upon termination. If an employee quits with less than 72 hours’ notice, then the final payment is due no later than 72 hours after resignation. All accrued but untaken vacation time must also be paid with the final paycheck.

In addition, employers must provide the employee with a pay stub showing the calculation of wages and all deductions from the wages.

There are numerous penalties imposed on employers for failing to pay minimum wage, failing to pay all overtime hours worked and failing to pay wages when due, such as waiting time penalties of up to 30 days, and interest.

One thing we almost always tell small to medium-sized businesses is that disputes can be very costly. At Branfman Mayfield Bustarde Reichenthal LLP, our goal is to resolve business disputes quickly to minimize the expense and disruption to the company. Talk to our business lawyers and you will see how we can help your business move forward.

Branfman Mayfield Bustarde Reichenthal LLP brings real business experience to every legal decision we make. Our attorneys will help you look at your business dispute resolution from a legal standpoint as well as a financial standpoint.

We can help you with business dispute resolutions involving:

• Customers
• Suppliers and vendors
• Independent contractors
• Licensees
• Landlords and tenants
• Competitors

Because we think like businesspeople, we understand that you have to consider the bottom line with every decision. We strive to make business dispute resolution cost effective in relation to the nature of the dispute itself. That is why we resolve most disputes very early and try to do it before resorting to alternative dispute resolution (ADR) or litigation. In general, a lengthy litigation is too expensive for small to medium-sized businesses.

When we analyze your business dispute, we look at every party involved and determine the rights, duties and obligations of each. Once we know the legal positions of all parties, we will recommend a way to resolve the dispute that most benefits your business.

Business relationships can be complex, difficult to understand and even more difficult to resolve if business goes bad. While good working relationships between partners or other principals can produce success in business, disagreements can spell disaster for the company. Disputes between partners, shareholders or principals need to be resolved quickly and efficiently to prevent a disruption to your business.

One of the first steps in resolving these types of disputes is to determine the rights, duties and obligations of each party involved. We must determine if there is partnership agreement, operating agreement or buy-sell agreement in place. If there is not, we can help the parties decide on how to proceed.

Owner disputes sometimes involve an owner leaving the business — or being asked to leave. Our attorneys understand the need to solve this problem and get everyone back to work in a timely manner.

Our attorneys have experience representing clients in many types of business principal disputes, including:

• Operating agreement, partnership agreement and shareholder agreement disputes
• Disbursement and salary-related issues
• Disagreements relating to access to records or documents
• Business succession disputes
• Breach of fiduciary duty
• Individual shareholder liability issues
• Violation of non-competition agreements and non-solicitation agreements
• Usurping corporate opportunities or misappropriating trade secrets

In any of these disputes, a primary goal of our firm is to avoid costly, prolonged litigation that negatively impacts your bottom line. Whenever practical, our lawyers will push for mediation.

Our firm was initially founded on providing both litigation and transactional services.  As a result, our attorneys have experience in the courtroom.  However, over the years, our firm’s focus has transitioned to transactional matters and focused on preventing litigations and keeping the clients out of the courtroom.  While we still litigate on select business disputes, most of our services remain rooted in the transactional (non-litigation) work.