Practice Area

Corporate Practice

        The Corporate Law practice provides businesses attentive counseling and customized strategies in all aspects of their corporate life:

• selection of different types of entities based on tax and shareholder liability considerations

• enterprise formation and filing in various jurisdictions

• advising on stock structuring

• preparing, drafting and negotiating customized shareholder agreement or operating agreement

• preparing articles of incorporation, by-laws, board of directors resolutions, shareholder meeting minus and employment handbooks

• corporate regulatory compliance based on employment related issues, shareholder and director liability considerations

• advising on board meetings, shareholder meetings and preparing related resolutions and meeting minutes

• corporate finance
  - venture capital fund formation and management
  - representing both investors and companies in seed or series A financing
  - drafting and negotiating term sheet, stock purchase agreement, investor rights agreement, voting agreement and amended certificate of incorporation
  – drafting notices, board resolutions, stockholder resolutions, certificates of officers and making government filings

• mergers and acquisitions
  - structuring mergers or acquisition
  – conducting due diligence
  - drafting and negotiating letter of intent, stock purchase agreement, asset purchase agreement, business purchase agreement, or stock swap agreement
  – drafting notices, board resolutions, stockholder resolutions, certificates of officers and making government filings
  – cooperating with CPA, brokers and other professionals

• joint venture and corporate restructurings

• dissolution of enterprises

• Nonprofit corporation formation [Section 501(c)3 and Section 501(c)6]

Real Estate

            We represent developers, investors, commercial property owners and tenants in counseling, drafting and negotiating real estate development and investment related transactions and agreements, including the following matters:

• development of residential properties -- representation of developers in counseling common interest residential developments, drafting governing documents (declaration of CC&Rs, easements, and purchase agreements), making DRE filings, setting up homeowners' association (preparing articles of incorporation, by-laws, operating rules of the association, EIN application and tax exemption filings) in relation to common interest development projects, and drafting and negotiating contacts with general contractors, property managers and other parties

• commercial properties -- representation of both commercial owners and tenants in counseling, drafting and negotiating lease agreement, as well as disposition transactions by sublease, assignment or lease termination agreement

• real estate development fund formation and management

• distressed real property - representation of investors in acquiring foreclosed real estate with respect to a full array of services such as title chain check, mortgage and liens research, eviction procedure, leasing and disposition issues as well as the formation and operation of new entities to manage properties.

Contracts

        We represent businesses in counseling, drafting and negotiating commercial, transactional and employment related agreements including but not limited to:

• terms of use/privacy policy

• consulting agreement

• supply agreement

• distribution agreement

• consignment agreement

• sales representative agreement

• website/software development agreement

• non-disclosure and non-solicitation agreement

• settlement agreement

• extension agreement

• employment related agreements
  - employment contract for senior executive
  - employment contract for mid-level or department manager
  - employment contract for salesperson
  - employment contract for technical professional

China Practice

        The China practice represents businesses in legal matters in connection with doing business in China or with Chinese entities in according with the rules of law of China and administration requirements of Chinese government departments:

• Mergers and Acquisitions in China

- acquiring assets or stock of Chinese company

- stock swamp with Chinese company

- buy-outs

- private equity and venture capital

- acquiring public company in China

• Foreign Direct Investment in China

- establishment of WFOE in China

- establishment of joint venture with Chinese companies

- establishment of representative office in China

• Chinese Legal Issues under Chinese Laws

          - corporate law

       - contracts

       - outsourcing manufacturing operations

       - employment

       - unfair competition

       - intellectual property

       - real estate

       - arbitration and litigation