Wednesday, September 13, 2017

CERTIFICATION OF ACCREDITED INVESTOR

If you invest in private companies or make angel investments, you will be asked to show that you are an accredited investor. Or else perhaps you are already being asked to prove that you satisfy personal income or net worth standards or even more complicated standards.  You will be asked to show your tax returns or some other evidence.  But there is a safe harbor that allows you to maintain complete privacy. Attorneys can certify this for you according to the SEC, and you do not need to share any information about your finances with anyone else. As attorneys, we follow professional rules of ethics. We do not disclose attorney-client confidential information. You can trust that your information will be private.

SHORT SALES

A short sale is predominantly a consensual voluntary arrangement made among a person and the creditors who have an interest in the short sale by virtue of recording a lien or encumbrance against the person's primary residence. In a short sale, when a lender agrees to take less than the amount that is owed on a piece of property, the borrower accepts an offer to sell the property for an amount short of the amount that repays all the liens on the property. The benefit of a short sale occurs when your net proceeds from a short sale are insufficient to cover your loan balance, but the lender and all the junior lenders and other lienholders agree or are required by law to take a lesser amount or to take nothing at all. A successful short sale includes the lender and the junior lenders forgiving any remaining loan balance and clearing you from any future contractual obligations to the lender. This also requires any and all other lien holders agreement to release their underwater liens in order to permit a short sale.

FORMATION OF ENTITY

The Yocca Law Firm provides legal services to assist clients in business startups, formations, restructuring, partnerships and organizations. We take a comprehensive approach to structuring a business entity. We also protect clients by identifying potential pitfalls to avoid problems in the future.

Experience in Business Formation

Our firm's attorneys can help you structure your business with your goals in mind. We offer experienced counsel to clients exploring entities such as:

• Limited liability companies (LLC)

• S corporations

• C corporations

• Limited liability partnerships (LLP)

• General partnerships

• Non-profit corporations — 501(c)(3)

• Franchises

• Construction contractors and subcontractors

• Real estate brokerages and investment firms

• Real estate entities

We have significant experience in business formation. We use that experience in guiding clients to the right entity and structure. We cover everything you need to think about: ownership, management, profit sharing, tax implications and personal liability. We also advise clients on appropriate insurance coverage, licensing, employment contracts and reporting requirements.

Your Business Deserves a Strong Start

"Incorporation-in-a-box" cannot meet your specific needs and may not put you on solid legal footing. At The Yocca Law Firm, we carefully draft the operating agreement, shareholder agreement or partnership agreement to tailor it to your unique operation. Whether you want to form an LLC, convert from profit to non-profit or restructure to take on new partners, our business law experience is a cost-effective advantage.

GENERAL COUNSEL SERVICES

We offer outside general counsel services to our clients who do not have in-house lawyers. Our general counsel services focus on the following core services required by entrepreneurial clients:

• Corporate governance

• Venture capital; equity and debt financings

• Distribution models, including licensing, OEM and VAR arrangements, development and manufacturing agreements, and other similar agreements related to direct and indirect product development, selling and distribution

• Mergers and acquisitions

• Strategic transactions

• Executive compensation, including option plans and restricted stock agreements

• Employment matters generally, including hiring, retention and termination

• Ordinary course contracting

Like good in-house counsel, we work with each client to understand its business model and industry in order to provide customized service targeting each client's unique needs and available resources.

An important additional feature of The Yocca Law Firm's general counsel services is our ability to draw on our extensive, established network of outside legal specialists to assist our clients in key areas where deep knowledge of particular subspecialties may be required. Key examples are our relationships with specialists in international law, patent prosecution in a wide variety of technical fields and complex tax and ERISA matters.

We coordinate with these specialists and the client on a case by case basis to manage projects in the manner each client prefers. In multi-disciplinary projects, such as M&A transactions or international technology licensing and distribution, these specialists most often work as part of our team. From the client's point of view in these situations, the specialist's role is transparent - we manage the project and integrate the specialist's advice and work product in the overall service the client receives. In other situations where discrete specialty help is needed, we assist clients in identifying and retaining a qualified specialist from our network of relationships. In these circumstances, clients may choose to have us manage the specialty projects as part of its general counsel services or they may choose to manage projects themselves, as they wish. In all cases, access to our network of legal specialty firms is available to our clients.

LIMITED LIABILITY COMPANIES

You want to start a business in California, but you don’t want all of your personal assets to be at stake if you get sued.  Forming a California limited liability company, or LLC, will allow you to do business without

Limited liability companies, or LLCs, have become very popular because they combine the personal liability protection of a corporation with the tax benefits and simplicity of a partnership. In addition, they're more flexible and require less on-going paperwork than corporations. We can help you quickly and easily set up a new LLC, or convert an existing business into an LLC.

If there are few or no employees in the business, the LLC is generally preferred over the corporation. However, any business requiring a professional license, such as a real estate broker, medical doctor, or general contractor, may not be organized as an LLC under California law. These professions however, may utilize the corporation. In many cases, a subchapter S-corporation, which receives pass-through tax treatment, is preferred over a C-corporation.

LLC FORMATION INCLUDES:

• Attorney Consultation

• Preliminary Name Search and Reservation

• Preparation and Filing of Articles of Organization

• Custom Operating Agreement (Operating Agreement Required Under CA Law)

• Preparation and Filing of Statement of Information

• Acquisition of Federal Taxpayer ID Number (EIN)

• Drafting of Quitclaim or Grant Deed (To Transfer Your Property into the LLC)

• Executive LLC Binder

• Ownership Certificates

• Corporate (LLC) Seal

STARTUP BUSINESS

Many of our clients are startups or emerging-growth companies and thus cannot afford to employ inhouse legal staff to handle their general corporate matters.  Accordingly, they will retain us to act as their “outsourced inhouse counsel.”  This arrangement has three principal benefits: (i) we develop an in-depth familiarity with our clients’ business, culture and legal needs; (ii) we maintain a long-term relationship, which facilitates efficiency of service (with no additional employee headcount); and (iii) we become an integral part of our clients’ management team.  The specific general corporate services we provide include:

• Formation of entities, including corporations, limited liability companies, partnerships and business trusts (and preparation of related documentation)

• Founders’ Agreements, Shareholders’ Agreements, Partnership Agreements, Limited Liability Company Operating Agreements and Buy/Sell Agreements

• Employment and Consulting Agreements

• Confidentiality and Inventions Assignment Agreements

• Commercial Contracts negotiation and drafting, including partnering agreements, services agreements, vendor/supplier agreements and OEM agreements

• Structuring of equity ownership, including vesting issues

• Corporate governance, Board of Director matters and voting agreements

• Equity and non-equity based incentive compensation and option plans

• Bank documents and agreements

• Dissolutions and liquidations

UNIFORM COMMERCIAL CODE

When it comes to business, the law of the land is the Uniform Commercial Code (UCC). Every state in the U.S. except Louisiana has adopted the UCC to govern business and commercial transactions.

Why It Was Developed

  • to standardize buying and selling of goods
  • to facilitate interstate and international transactions.

The UCC covers the following topics:

Article 1. General Provisions

Article 2. Sales

Article 2A. Leases

Article 3. Negotiable Instruments

Article 4. Bank Deposit

Article 4A. Funds Transfers

Article 5. Letters of Credit

Article 7. Warehouse Receipts, Bills of Lading and Other Documents of Title

Article 8. Investment Securities

Article 9. Secured Transactions