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Estate Planning, Wills and Trusts

Business Formations and Counseling

Transactional Law

Real Estate

Construction

Labor and Employment

Intellectual Property

Administrative Law

Civil Disputes and Litigation

ESTATE PLANNING , WILLS AND TRUSTS -

Estate planning is the process by which an individual or family arranges for the transfer of their real and personal property in anticipation of death. A well-designed estate plan aims to preserve the maximum amount of wealth possible for one's intended beneficiaries while providing flexibility for the individual prior to death. A major concern for drafters of estate plans is federal and state tax law. Other concerns are probate avoidance, privacy protection, ease of administration, and of course providing for the welfare of one's children.

In addition to dealing with post-death wishes, a well-designed estate plan should ensure that one's lifetime wishes about health care and personal finances are met in the event of incapacity.

A number of tools are available to ensure that all of these objectives are met, including:

•  Wills and Codicils

•  Guardianships

•  Revocable Trusts

•  Marital Deduction and Bypass Trusts (A/B)

•  Family Pot or Children's Trusts

•  Special Needs Trusts

•  Irrevocable Life Insurance Trusts

•  Crummey Trusts

•  Charitable Trusts

•  Inter-vivos gifts

•  Durable Powers of Attorney

•  Health Care Directives

•  Transfer Deeds

Not all of these tools are appropriate for everyone. Accordingly, I take an individualized approach to estate planning and tailor each plan to my clients' unique needs.

BUSINESS FORMATIONS AND COUNSELING -

I advise clients forming new businesses as to the appropriate business structure for their needs. For corporations, I prepare articles of incorporation, bylaws, shareholder buy-sell agreements, initial meeting minutes and appropriate securities documentation, including offering memoranda. In addition, I advise corporations regarding the rights and duties of officers, directors, and shareholders, and assist corporations in complying with corporate formalities and maintaining corporate minutes. I advise clients regarding the formation of new general and limited partnerships, limited liability companies and limited liability partnerships. I prepare general and limited partnership agreements, operating agreements and draft securities documentation, including offering memoranda, for these entities. In addition, I advise partnerships regarding the rights and duties of partners and members, oversee mergers and dissolutions, and offer general business counseling.

TRANSACTIONAL LAW –

Transactions can range from simple sales agreements between individuals, to highly complex arrangements between multiple parties. However, too often lawyers can spot the problem or the legal issue and all the impediments to meeting the client's objective but fail to show the creativity required to find a solution that works. My objective when assisting in transactions is to “make the deal, not break the deal.” Successful transactions can require extensive counseling, negotiation, document review and drafting. Many transactions require long-term involvement to ensue the continued relationship between the parties. I have experience and can assist with numerous transactions, including:

•  Distribution Agreements

•  Licensing Agreements

•  Consulting Agreements

•  Confidentiality/ Non-disclosure Agreements

•  Non-competition Agreements

•  Stock and Asset Purchase Agreements

•  Employment Agreements

•  Profit Sharing, Stock and Option Agreements

•  Securities Agreements

•  Franchise Agreements

•  Website and Internet Agreements

•  Settlement and Release Agreements

REAL ESTATE -

I represent clients in various real estate matters, including:

•  Negotiation and preparation of sales and purchase agreements for developed and undeveloped properties

•  Examination and preparation of residential and commercial building leases and ground leases

•  Documentation of and assistance with financing issues, including preparation of notes and security instruments

•  Negotiation and preparation of development agreements

•  Examination and resolution of title problems

•  Examination and documentation of licenses and easements

•  Resolution of landlord tenant matters

•  Litigation arising out of real estate transactions, including actions for damages, foreclosure, injunctive relief and appointment of receivers

CONSTRUCTION -

I handle construction defect claims, mechanics' liens and foreclosure suits on private jobs.  Additionally, I represent clients on public jobs in connection with competitive bidding requirements, listing of subcontractors, rejection or withdrawal of bids, delays, stop notices and claims of subcontractors and suppliers. I counsel clients regarding contract issues involving owners, developers, architects, engineers, general contractors and subcontractors, and on issues pertaining to zoning, permitting, licensing, hazardous substance removal, financing, deeds, escrows, mortgages, and judicial foreclosure.

LABOR AND EMPLOYMENT -

I counsel clients on pre-employment screening procedures, employment contracts, employee privacy issues, labor relations, wage issues, policy and procedure manuals, employee benefit packages and termination procedures. I represent and counsel individuals and entities in litigation before government agencies such as the Department of Fair Employment and Housing, the Employment Development Department, and the State Labor Commissioner.

I represent and counsel individuals and entities involved in disputes regarding wrongful termination, trade secrets, unfair competition, sexual harassment, employment discrimination and privacy matters.

INTELLECTUAL PROPERTY -

I assist individuals and entities in establishing and protecting their trademarks, copyrights and trade secrets. I can provide advice and counsel about licensing intellectual property and can prepare all necessary licensing, assignment and non-disclosure agreements. In the event of an infringement of a client's intellectual property, I will prepare cease-and-desist letters and, if necessary, represent them in litigation.

ADMINISTRATIVE LAW -

I handle professional licensing and disciplinary matters before regulatory agencies such as the Contractors' State License Board, the Bureau of Automotive Repair, the Department of Real Estate and other state agencies. My representation includes counseling clients, appearing with clients at investigatory interviews and, where necessary, representing licensed professionals in administrative trials.

CIVIL DISPUTES AND LITIGATION -

I am licensed to practice in all state courts, as well as the US District Court for the Easter District of California. These matters include corporate and partnership disputes, contractual disputes, environmental claims, employment issues, construction defects, professional malpractice, intellectual property disputes, real estate disputes, personal injury and product liability claims, insurance bad faith, trade secret matters, unfair competition disputes, ADA violations and discrimination/harassment claims.