According to California law, a joint venture exists when two or more entities or individuals combine their property, skill, or knowledge to carry out a single business undertaking and agree to share the control, profits, and losses. Joint ventures are common in business dealings when two or more entities, individuals, or established businesses decide to partake in a particular enterprise together, and is often used to facilitate a new project and pooling of resources while also...
The state of California has joined in a lawsuit against BP, the British energy giant, in a whistleblower action that was originally brought by a former BP employee, Christopher A Schroen, and alleged violations under the False Claims Act. Since Schroen’s suit, Los Angeles County, the University of California Board of Regents, and the Trustees of California State University have also joined the suit alleging that between 2004 and 2012, BP defrauded the state of California of...
Recently, California State Senator Bob Hertzberg proposed a new tax on professional services. Although the bill, known as Senate Bill 8 or the Upward Mobility Act, would replace Proposition 30, which was passed by California voters in 2012 and is set to expire in 2018. If passed, Senate Bill 8 will take effect in 2019.
While the Upward Mobility Act is currently a work in progress, it is being touted as a means of starting a conversation in...
A sole proprietorship is the most common business form because it is simple to establish and easy to maintain. For the same reasons that it is easy to start a sole proprietorship, and dissolving a sole proprietorship is relatively simple as well. If you own your own business and run it as a sole proprietorship, you can close your business in a few simple steps.
Because only one person can own a sole proprietorship, dissolving one is...
If a party was dishonest about a material fact during the drafting process of a contract, the other party may be able to take the contract to court and argue that it should be rescinded, or cancelled, due to misrepresentation. Moreover, if the honest party performed the contract because he, she, or it justifiably relied on the misrepresentation in a contract of material fact, he, she, or it may be able to collect damages...
A court may find that a contract, or some of its terms, should not be enforced if the contract as a whole or certain contract terms are unconscionable. Regardless of whether you are drafting a contract or signing one, it is important to understand what types of contract terms may be found unconscionable. Below are a few examples and specific considerations.
Courts commonly describe unconscionable contracts or contract terms as those that “shock the conscience.”...
Unlike patents and trademarks, trade secrets are protected without any procedural formalities associated with the benefits of registration with a government agency. The benefit to this is that a trade secret can be protected for an unlimited period of time and requires no public disclosure. The downside is that defining and protecting a trade secret can be trickier.
There are different definitions of what constitutes a “trade secret.” California law has adopted the Uniform Trade Secrets Act definition,...
Parties often wait until a dispute arises to exercise or learn about their rights. However, it is often more prudent to know and exercise rights before a dispute arises. The main shareholder or partnership rights include limited “economic” rights, voting rights, inspection rights, the right to bring a derivative action, and, in certain circumstances, the right to start the dissolution process.
Business entities can dissolve or cancel their businesses at almost any time. In particular, California...
“Economic” Shareholder Rights
Shareholders invest in corporations primarily for economic gain or profit. The two main ways shareholders can profit from a corporation are by receiving distributions of the company’s profits and by selling all or part of their interest in the corporation. These correspond with the two main “economic” shareholder rights: the right to receive dividends and the right to sell shares. Notably, shareholders only have the right to receive dividends as they are declared...
Title insurance protects real estate owners and lenders from property loss or damage that could arise from defects in the title to the property, or damages due to liens and/or encumbrances. Each title insurance policy is different, as each one will have different terms and conditions.
For most types of insurance (such as car or health insurance), the insured generally pays a monthly premium to protect against potential future events. With title insurance, the insured...
