Business Formations / Transactions

Most businesses in California are going to have to engage in a variety of transactions between employees, clients, vendors, professional service providers, and government agencies. Any contract involving a transaction is going to be a foundation upon which the fate of the entire business will depend.

When you find yourself facing any kind of business transaction dispute, it is going to be important to work with a Los Angeles business transaction attorney who understands the ins and outs of every aspect of your issue. Omni Legal Group represents corporations, S corporation (S-corps), limited liability companies (LLCs), startups, partnerships, and more throughout the greater Los Angeles area, including Beverly Hills, Santa Monica, Culver City, and many others.

Our Los Angeles business transactions attorneys stand ready to advise you on all aspects of forming businesses such as corporations, LLCs, partnerships, and limited liability partnerships (LLPs). We can advise you on manners concerning the creation of United States subsidiaries of foreign companies, domestic and international joint ventures and licensing agreements, formation of C or S corporations, LLCs, limited partnerships, and other business entities, franchisor and franchisee agreements, officer, director, and shareholder liability protection, protection of intellectual property in international jurisdictions, and tax-sensitive advice related to your entity selection.

Some of our experience relates to formation and maintenance of corporations, LLCs, and partnerships; mergers and acquisitions including stock sales, asset sales, mergers, and other reorganization transactions; internet and cyberspace law concerns such as software license agreements, software development agreements, and hosting agreements; partner and member dissociations, shareholder disputes, and other disputes between or among business owners; partnership agreements, joint venture agreements, and LCC agreements; and dissolution or disassociation agreements.

Anybody buying or selling a business in California will need to keep several factors in mind, including financing, business valuation, non-compete agreements, non-disclosure agreements, regulatory compliance, letters of intent, stock or asset purchase agreements, new entity structure, risk assessment and management, and tax consequences. An experienced attorney can identify your business objectives, conduct due diligence on a business acquisition target, explain legal issues that may vary depending on factors of the sale, gain regulatory approval and analyze any other required regulatory approvals, build a road map of acquisition for you including the timeframe, work with local legal counsel for international clients, advise on deals and negotiating tactics, review all your contracts: business, employment, outsourcing, debt instruments, preferred stock, obtain third-party consents from lenders or parties to other contracts, determine the tax implications of acquiring a business and advise on next steps, assess regulatory obstacles, and negotiate the agreement, sign, announce publicly, and close the deal.

Our business transaction lawyers can help with the negotiation and drafting of any business contract, assist in capital-raising transactions such as private placements, angel funding, and venture capital, and also negotiate business lease agreements. Private equity firms need to know they will be operating in a multifaceted business environment that faces industry-specific regulations and government scrutiny, while companies contemplating acquiring or selling distressed companies need to ensure they are not dealing with misleading or incomplete information that can complicate situations and impede a business’s growth.

Secured transactions and negotiable instruments are two of the most important areas of commercial and business law our corporate transactional lawyers handle at Omni Legal Group. Article 9 of the Uniform Commercial Code (UCC) specifically deals with secured transactions and applies to any transaction, regardless of its form, creating a security interest in personal property or fixtures by contract, including agricultural liens, sales of accounts, chattel papers, payment intangibles, promissory notes, consignments, and many other kinds of security agreements.

A secured transaction involves a borrower agreeing that the lender can take property the borrower owns as collateral when the borrower defaults on a loan. A negotiable instrument is a kind of writing promising the payment of a fixed amount of money.

The most common kinds of secured transactions are mortgages and automobile loans. When a debtor borrows money to purchase a car or home, the vehicle or the home will be the collateral for the loan.

The creditor has a security interest in the vehicle or home and can either repossess and sell a car when the borrower fails to make payments or foreclose and sell the home for the same failure to make payments. The bottom line of a secured transaction is the creation of a security interest in which there is collateral guaranteeing a loan will be repaid.

A Los Angeles corporate transactional attorneys can assist in the handling of business purchases or sales or buy-sell agreements, leases, employment agreements, shareholder agreements, operating agreements, confidentiality agreements, noncompete clauses, and contracts with third-party businesses. Business contract disputes often relate to breach of contract claims, such as breaches of partnership agreements, real estate agreements, lease agreements, noncompete or noncompetition clauses, fraud causes of action, and fiduciary duties.

Our law firm handles contracts relating to general corporate representation, general contract drafting and negotiations, corporate governance, mergers and acquisitions, finance and lending, licensing and franchising, securities, employment or human resources, asset sales and purchases, intellectual property, business succession planning, commercial leases, and real estate development. We can verify contracts, draw up contracts and agreements, draft employee contracts, offer legal counsel on general compliance matters, complete due diligence on your behalf, design policies, draft protection of intellectual property, and offer legal advice on matters of employment, fiscal responsibilities, and transactions.

Our services include contract preparation, review, and negotiation including distributorship agreements, employment agreements, license agreements, shareholders agreements, operating agreements, partnership agreements, leases, loan agreements, security agreements, and vendor agreements. We also handle trademark and intellectual property license agreements.