Practice Areas
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, 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
Intellectual property
Arbitration and litigation