• corporate

Corporate Transactions

Including Representing Clients in the Acquisition and Disposition of Various Business Interests in the Pet Treat, Medical Products, Outdoor Advertising, Entertainment, Software Development, Defense, Garment, Railroad, Computer, Real Estate, Aircraft, and Hospitality Industries

We provide comprehensive entity creation, which includes considering alternative types of entities and jurisdictions other than California, documenting the relationships among the new entity and its founders, and transferring assets to the new entity.

We assist in all manner of business transactions, from the acquisition or sale of businesses, to transactions common throughout a business’ life such as employment agreements, leases, and the many varied agreements among businesses.

We have always been located on the westside of Los Angeles, and always represented entrepreneurs engaged in the entertainment, real estate and technology industries.

All of this is done with a particular sensitivity to taxes.

Some Recent Examples Include:

  • Entity conversions, including corporation to LLC and LLC to limited partnership
  • Completed the sale of a national pet treat company.
  • Represented a medical device manufacturer in an endorsement agreement
  • Sale of a television production company
  • Restaurant acquisitions
  • Sale of a newspaper
  • Completed a leveraged buy-out of a defense subcontractor, effectuated through an ESOP
  • Effectuated what amounted to a tax-free divisive corporate reorganization utilizing Internal Revenue Code Section 1031, so as to mitigate the related party rules
  • Represented a shareholder of a national mortgage brokerage in a tax-free division of the company.
  • Represented a manufacturer in relocating to Mexico
  • Represented disk drive seller in export transaction involving international letters of credit
  • Represented a metal fabricating corporation in the redemption of 80% of its outstanding shares
  • Created incentive stock option plan for start-up software developer
  • Represented a swimwear manufacturer in the redemption of 60% of its outstanding shares, and the sale of the company
  • Represented the purchaser of a railroad supply corporation
  • Represented the seller of a messenger service
  • Installed various executive compensation plans, including Incentive Stock Option (ISO) Plans, non-statutory stock option plans, golden parachute agreements, and Stock Appreciation Rights (SAR) deferred compensation plans
  • Represented software development company in connection with software development transactions
  • Represented investors in acquiring various interests in start-up ventures, including founders agreements of all sorts.
  • Purchase or sale of various ownership interests in partnerships, corporations and LLCs

Business Structuring

to minimize taxes and exposure to liabilities, including formation of component entities and the related agreements between the entities, the owners thereof, employees and third parties

Some Recent Examples Include:

  • Formation of: restaurant operating entities
  • software development companies
  • single project acquisition corporations
  • entertainment entities of all sorts
  • tiered limited partnerships for individual real estate development projects
  • the acquisition and start-up of related trucking companies
  • close corporation to pursue condominium development
  • motion picture production entities
  • television production limited partnership with related financing

Negotiating and documenting lending transactions

including the formation of financing joint ventures, participating lending devices, and security arrangements therefore.