Business Law

Business Start-ups & Entity Formation

JGPC lawyers are committed to providing prompt, practical advice and cost-effective solutions to help our start-up clients achieve their business goals. We have assisted thousands of business start ups over the years.

We assist business start ups with all aspects of the law, including pre-formation planning, business plan review, tax planning, choice of entity analysis, intellectual property protection, entity formation, creation of a capital structure, equipment financing and leasing, raising capital, federal and state securities compliance, executive compensation structuring, buy-sell agreements, service and purchase contracts, as well as with the creation of business forms and contracts for day-to-day business operations.

Our lawyers provide advice and services to resolve all issues faced by start-ups.

Our lawyers also assist with the formation of non-profit entities and federal and state tax exemption applications for non-profit entities.

Business Contracts & Transactions

JGPC Lawyers have a broad range of expertise involving business contracts & transactions. Our attorneys have experience in handling business contracts, transactions, and planning matters for businesses ranging from sole proprietorships to large international companies.

JGPC attorneys are experts in dealing with internet companies, software development companies, high-tech businesses, information technology companies, leasing companies, financial service organizations, franchises, manufacturing companies, and a broad range of brick & mortar businesses on matters involving:

Hardware issues we can help you with include:

  • Development agreements
  • Distribution agreements
  • Value-added reseller agreements
  • OEM agreements
  • Equipment loan agreements
  • Financing agreements
  • Semiconductor technology licensing agreements
  • Volume purchase agreements

Software issues we can help you with include:

  • Inbound and outbound licenses
  • Click wrap agreements
  • Shrink wrap agreements
  • Development agreements
  • Strategic Partnership agreements
  • Distributor agreements
  • Evaluation (beta) agreements
  • Software escrow agreements

Internet issues we can help you with include:

  • Development agreements
  • Hosting agreements
  • ASP agreements
  • Co-branding agreements
  • Cross-linking agreements
  • Advertising agreements
  • Web content licensing agreements
  • Online store fulfillment agreements
  • Co-location agreements
  • Roaming agreements
  • Strategic partner agreements

Software licensing issues we can help you with include:

  • Source code licenses
  • Object code licenses
  • Software beta test sites
  • Software site licenses
  • Right-to-use licenses
  • Bundling arrangements
  • End-user licenses
  • Click-through licenses
  • Joint venture strategic licenses
  • OEM licensing
  • University licensing
  • Prototype development licensing
  • Joint development licensing
  • Software development and licensing
  • Derivative works
  • Sub-license rights
  • Protection of source code
  • Allocation of joint rights and cross-licenses
  • Maintenance and support items relating to software licenses

Development agreement issues we can help you with include:

  • R&D for experimental technology
  • Prototype development
  • Software development
  • Semiconductor technology
  • Joint developments
  • Joint venture technology transfers
  • Collaborative research arrangements
  • Outsourcing agreements
  • Collaborative development agreements
  • Advice & preparation of documents

Business contract issues we can help you with include:

  • Stock redemption plans and executive exit strategies
  • Licensing agreements
  • Distributor agreements and the structuring of distribution systems
  • Real property purchase and leasing agreements & negotiations
  • Corporate and LLC operations & governance
  • Entity counseling and formation, including partnerships, corporations,
    and LLCs
  • Buy-sell agreements and other owner protection agreements
  • Reorganizing capital structures, including creation of multiple classes of stock & membership interests, warrants and options and convertible debt instruments
  • Mergers, reorganizations and acquisitions
  • Private placements
  • Asset and stock sales
  • Venture capital and angel financing
  • Debt financing

Business Litigation, Arbitration, and Mediation

JGPC’s experienced litigators handle complex as well as straightforward civil cases from the initial negotiations through resolution. Our litigators advise clients on dispute avoidance and early-resolution strategies, leveraging their legal experience as mediators and arbitrators and the use of alternative dispute resolution (ADR) to resolve cases quickly and successfully in a cost-effective manner.

When litigation can not be avoided, our litigators have the background and experience to handle a complex case through trial and appeal against big law firms but without the big firm rates. Our clients get the best of both worlds; highly-experienced lawyers, each with over 20 years of experience, able to handle complex cases at a fraction of the cost of a big firm.

Our lawyers rely on sophisticated and cost-effective technology to assist us in managing and presenting cases. As a result, our litigators are able to save clients time and money while providing superior service.

Business Sales, Mergers, and Acquisitions

JGPC has attorneys with experience and expertise in handling all forms of business sales, mergers & acquisitions.

Our business transaction lawyers understand that the client’s purchase, sale, merger or acquisition is the client’s transaction, and that our client needs attorneys who will work with them in consummating the deal. Working with our client means that we clearly understand the role that we are being asked to play in the transaction and that we cooperatively with our client in closing the deal. We understand that it is our client’s business objectives that must be met, not ours.

We have expertise and experience in providing all legal services required by businesses, including:

Legal services proveded for business buyers include:

  • Assistance in assessing target’s rights to its intellectual property including its software, trademarks, and service marks
  • Review and analysis of target’s material contracts including major consulting or project contracts, software licenses, development and distribution agreements, real estate and personal property leases, employment agreements, nondisclosure and non solicitation agreements, loan agreements and other financial arrangements, insurance policies, general distribution arrangements, joint ventures, and option agreements
  • Other due diligence items such as assessment of existing employee benefit plans, litigation, title to certain assets, business licenses, environmental compliance, and related party transactions
  • Analysis of possible shareholder appraisal rights and possible successor product line liability, as well as other potential liabilities imposed by law such as bulk sales laws, federal withholding taxes, sales taxes, and unemployment insurance
  • Assistance in negotiating the definitive agreement including the details of the representations and warranties, the allocation of risks between the buyer and the seller, provisions addressing employee benefit plans and other personnel matters, indemnification arrangements and limitations on liability, details of exchange ratios, “earn-out” arrangements, demand or piggyback securities registration rights, conditions relating to needed financing, and other closing conditions
  • Documenting related corporate matters, such as approvals by the Board of Directors and shareholders, and advice as to any required fairness opinions and Securities and Exchange Commission (SEC) filings;
  • Preparing for and conducting the closing of the transaction
  • Follow up with regard to post-closing matters, such as filing appropriate forms with governmental agencies, employee terminations, filings with the state of incorporation of the seller and buyer (as appropriate), and filing of documentation documenting changes in title to assets
  • Handling post-closing disputes

Legal services provided for business sellers include:

  • Pre-transaction planning and preparation, including determining objectives and priorities
  • Initial contact and preliminary negotiations
  • Examining and choosing among structural alternatives including asset acquisitions, stock acquisitions, share exchanges, mergers, forward and reverse triangular mergers, debt financing, installment sales, and the availability of pooling of interest accounting
  • Analysis of state and federal income tax implications including whether the transaction will be taxable
  • Advice as to federal and state securities issues including whether or not exemptions from the registration requirements of applicable federal and state securities laws are available, Rule 144, Rule 145, the short swing profits rules, the prohibition on insider trading, and the timing of stock sales in “pooling of interest” transactions
  • Determining transaction timelines
  • Negotiation of appropriate letters of intent and related confidentiality agreements, including protection of the seller’s trade secrets, “no-shop” or “lockup” clauses, and “fiduciary out” clauses
  • Assistance in determining the timing and content of public announcements regarding the transaction
  • Review of the corporate documentation of both parties, the authorization and issuance of outstanding shares, prior compliance with applicable securities laws, preemptive rights and related matters

Services provided for business sales, mergers, and acquisitions include:

  • Asset purchases & sales
  • Stock purchases & sales and tax deferred stock swaps
  • Mergers, joint ventures, spin-offs, split-offs and roll-ups
  • Reorganizations and restructuring
  • Leveraged buy-outs, purchases and sales of minority and controlling stock positions, and shareholder rights plans

For help involving issues related to business law please contact:

Contact JGPC Law Today

JGPC Business & Corporate Law is a business law firm providing cost-effective, quality legal services to privately held businesses, corporations, limited liability companies (LLCs), general partnerships, joint ventures, limited liability partnerships (LLPs), limited partnerships (LP), trusts, business start ups, entrepreneurs, business owners, managers, executives, investors, buyers & sellers throughout the Tri-Valley and the East Bay Area, including Pleasanton, Dublin, Livermore, San Ramon, Danville, Walnut Creek, Castro Valley, Fremont, Tracy, Modesto, Manteca, Stockton and all of Alameda County and Contra Costa County. We are here to serve all of your business and corporate law needs.