Business
� Advise and prepare all documents related to choice of business organizations for general business entities (e.g., S-corporations, C-corporations, general partnerships, limited partnerships, limited liability partnerships and limited liability companies)
� Confirm name availability and registration for various business organizations
� Advise, negotiate and document shareholder agreements, partnership agreements, limited partnership agreements, and LLC operating agreements
� Provide advice with respect to raising capital for businesses, including the preparation of private placement memoranda, subscription agreements, and disclosure statements required under state and federal securities laws
� Provide advice and negotiate and document venture capital financing and leasing, �angel� financing and asset based loans
� Provide advice and negotiate and document joint venture agreements and strategic partner agreements
� Provide advice and negotiate and document executive employment agreements, compensation agreements and termination agreements with respect to highly compensated executives
� Prepare dealership, distribution, licensing, technology transfer and other similar agreements
� Advise officers and directors of corporations and partners of general and limited partnerships on their fiduciary responsibilities and obligations
� Advise officers, directors and shareholders on corporate governance issues
� Advise corporate shareholders, general and limited partners of partnerships and members and managers of limited liability companies on internal disputes, buy-outs and �business divorces�
� Advise business owners on the advisability of consolidations and reorganizations of their businesses
� Advise and prepare all necessary documents in connection with the dissolution of corporations, partnerships and limited liability companies
� Introduce our clients to other professionals who may assist in the achievement of client goals, such as accountants, bankers, consultants, investment bankers, service providers and other lawyer specialists
Mergers and Acquisitions of Businesses
� Advise clients on the structure of the purchase or sale of a business, advise and assist in due diligence with respect to the purchase and sale and coordinate with client�s accounting firm, investment banker or business broker with respect to all aspects of the transaction
� Advise clients as to the negotiations regarding deal structure and preferences, purchase price, and manner of payment of the purchase price (cash, cash/stock, cash/promissory note, earnout, etc.)
� Prepare all necessary documents with respect to the purchase and sale of businesses whether by merger, purchase or sale of stock or purchase or sale of assets, including letters of intent, purchase and sale agreements, merger agreements, employment agreements, consulting agreements, promissory notes, security agreements, assignment of real property and personal property leases or subleases, non-competition covenants and other related documents necessary to complete the transaction
� Negotiate the representations, warranties and covenants contained in purchase and sale agreements and advise clients as to their importance and impact
� Coordinate and organize the closing of the transaction and follow through on post-closing matters
Real Estate
� Advise and prepare all documents related to choice of business organizations for real estate entities
� Advise owners and developers and negotiate, structure and document the purchase, financing, development, leasing and sale of apartment buildings, office buildings, shopping centers and industrial and warehouse facilities
� Advise tenants with respect to commercial property leases and negotiate lease agreements on their behalf
� Advise, negotiate and document construction contracts and architectural contracts
� Advise borrowers and negotiate on their behalf in pre-development, construction, interim and permanent loan transactions, workouts and foreclosures and prepare legal opinions when necessary in connection with such transactions
Employment
� Advise employers and key executives and prepare executive employment agreements
� Prepare consulting agreements
� Prepare confidentiality or nondisclosure agreements
� Prepare employee stock option plans
� Prepare and update employee handbooks
� Advise clients on procedures pertaining to employment applications, hiring and termination
Litigation and Arbitration
� PBL represents individuals and business entities as plaintiffs and defendants in all types of civil litigation and arbitrations. Such representation includes corporate shareholder, partner and member disputes; commercial and real estate litigation; landlord/tenant disputes; real estate broker disputes; actions for breach of contract, fraud and misrepresentation, conversion, specific performance, breach of fiduciary duty and constructive fraud, breach of the implied covenant of good faith and fair dealing, imposition of a constructive trust; and actions involving business torts such as negligence and breach of fiduciary duty
� PBL has extensive experience in the arbitration and mediation of business and real estate disputes before the American Arbitration Association and JAMS/ENDISPUTE
� PBL has experience in handling appeals before the California Court of Appeal, including the organization, legal research and preparation of written appellate briefs and the presentation of outstanding oral argument in hearings before the Court of Appeal
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