Previously on the blog, we provided some general information about the formation requirements for various business entities. One of the most commonly utilized entities in California is the limited liability company (LLC). Generally speaking, the steps for forming an LLC in California include the following:
Pick a Name for the LLC. Selection of the name is limited by the California Revised Uniform Limited Liability Company Act (RULLCA). See California Corporations Code Section 17701.08. The...
Previously on our blog, we discussed the differences between mergers and acquisitions, as well as the recent increase in merger and acquisition activity. There has been increased activity across different industries to adapt to new market dynamics linked to changes in technology. The newest major merger announcement has come from Staples, the office supply giant. In order to stay competitive with goliath’s like Amazon and Wal-Mart, Staples has announced a plan to purchase Office...
In January 2015, the United States Supreme Court agreed to hear a property case that originated in California dealing with whether the Fifth Amendment of the United States Constitution protects the seizure of personal property as well as real property.
The case, Horne v. U.S. Department of Agriculture, has already been before the United States Supreme Court before. In 2002 and 2003, the U.S. Department of Agriculture (the “USDA”) forced the Horne family to take...
Previously on the blog, we defined what constitutes a cardinal change in a construction contract. Importantly, California is one of the few states that differentiates between a cardinal change and the related legal theory of “abandonment.” It is important for property owners and contractors to understand the difference and the implications of both.
A cardinal change is a change that goes beyond the permitted changes detailed in the contract. It is usually a request so far outside...
Non-disclosure agreements (NDA) can be either a stand-alone contract or a provision of a contract within a larger contractual agreement or transaction or a stand-alone contract that typically requires an individual or entity to (1) refrain from disclosing information, (2) protect the confidentiality of information received, and only (3) limit the use information for a specified purpose. Businesses use NDAs as an asset protection tool. This is especially true for businesses working with technology and other...
Previously on our blog, we explained the nature of unfair competition lawsuits, and also gave examples of recent cases involving unfair competition claims. One of the cases we mentioned has reached a resolution, and the final judgment shows how steep unfair competition penalties can be.
District attorneys in Yolo, Sacramento and San Joaquin counties successfully sued Pennsylvania-based R.M. Palmer Co., the candy company behind “Too Tall Bunny,” a chocolate bunny marketed as “too tall” for the box it...
The Americans with Disabilities Act (ADA) requires anyone who owns, leases, or operates a place of public accommodation to make sure that the place or premises complies with ADA guidelines. This means that when drafting an ADA compliant commercial lease, a property owner must address how the parties to the agreement will comply with the ADA, and who will absorb the cost of a potential ADA lawsuit.
Title III of the ADA requires "barrier removal"...
As a business law firm, we often deal with partnership disputes. We have shared information on our blog on how to protect against partnership disputes, as well as tips for solving them such disputes. Unfortunately, not all disputes can be prevented or solved. In these circumstances, partnerships often dissolve. When that is the case, , and a partition action may be necessary to distribute partnership assets.
In a partition action, known as a partition of partnership property, a court...
Previously on the blog, we discussed ambiguous and conflicting terms in contracts. Most contracts include clauses which provide interpretation rules for ambiguous and conflicting terms. In the absence of such a clause (or if the provisions of the clause do not resolve the conflict), certain California statutes, and case law interpreting and applying those rules, will provide the method of determining which, if any, ambiguous or conflicting terms can be enforced.
Generally speaking, an ambiguous term can reasonably...
A power of attorney is a legal document that grants a person the legal authority to sign documents and enter into transactions on someone else’s behalf. If you give a trusted professional, friend, or family member power of attorney, their signature on your behalf is legally effective to the same extent as if you had signed.
There are several reasons why you may give someone power of attorney, such as anticipation of your own incapacity...
