BUSINESS and INDIVIDUAL LAW & PLANNING SERVICES
“The lawyer is one of the critical elements in any business. He is a full-fledged team member, and many times he captains the team. Hence, he must be well qualified….One good lawyer is worth a dozen bad ones; a good lawyer is one of the most important and critical players on your … team…”
-Mancuso’s Small Business Basics by Joseph R. Mancuso, a publication of Small Business Sourcebooks
“There is no ‘one-size-fits-all’ business entity or business transaction. Each situation is different. Unfortunately, many people don’t realize that online legal services and generalist or mill attorneys, are for the most part, one size fits all, and are not designed to save taxes or protect the owner. Only an experienced business attorney knows the difference and how to design, prepare, implement and operate a customized business entity or provide business representation appropriate for a given client.” STEVE YAHNIAN, Attorney/CPA, Yahnian Law Corporation
Detailed Description of the Business, Individual and Consumer Law & Planning Services we Provide:
A detailed description of our Business, Individual and Consumer Law and Planning services is set forth in the following paragraphs.
Business Transactions & Planning
Steve Yahnian routinely provides business-counseling services to his clients.
Business Buy-Sell Agreements
- Review, analysis, consulting and recommendations with respect to purposes, effect, benefits and design of buy-sell agreements
- Business Law Considerations
- Securities Law Considerations
- Tax Considerations
- Estate planning considerations
- Planning and Structuring for Protection from Creditors
- Planning and Structuring for Protection from former spouses
- Integration with insurance and successor planning
- Integration with deferred compensation and incentive plans
- Integration with Securities Trusts
- Integration with Life Insurance Trusts
- Limiting family claims and structuring the buyout
- Corporate buy-sell agreements
- Partnership buy-sell agreements
- LLC buy-sell agreements
- Valuing the interest
- Life insurance funding
- Review, amendment, and enforcement
Contracts
The firm drafts various business agreements for its clients. The firm has developed an expertise in drafting “buy and sell agreements” for partners and “shareholders’ agreements” for shareholders of closely held corporations.
Among other contacts, the firm, for example, routinely advises upon and prepares the following:
- promissory notes,
- loan agreements,
- agency agreements,
- employment agreements,
- independent contractor agreements,
- distributorship agreements,
- loan-out agreements,
- lease/option agreements, and agreements for the sale of personal property
- Trade Secret non disclosure agreements
- Covenants not to compete
- Royalty Agreements;
- Endorsement Agreements
- Professional Services Agreements;
Corporations
The firm provides pre-incorporation advice to individuals interested in forming a corporation. Clients are informed of all the advantages and disadvantages of incorporation. The firm explores the advantages of incorporating and electing to be taxed as an “S Corporation.” The firm also explores with clients the possibility of forming a Limited Liability Company (LLC).
The firm routinely forms and advises nonprofit, tax-exempt corporations.
The firm stresses the importance of drafting Bylaws tailored to meet the needs and concerns of the incorporators. The firm provides clients with a “corporation package” consisting of drafting the Articles of Incorporation, the corporation’s Bylaws, the Minutes of the First Meeting of Shareholders and Directors, preparing the initial Statement by Domestic Stock Corporation, obtaining a Federal Employer Identification Number for the corporation, preparing and filing the required stock issuance exemption form, and issuing stock to the shareholders.
Yahnian Law Corporation also provides the new corporate client with a detailed Operations Memorandum and Checklists to enable the corporation to successfully get started.
The firm also provides services related to dissolution of corporations.
In summary, we provide the following corporate related services:
- Considerations before incorporating
- Alter ego and adequate capitalization
- Formation requirements
- Post incorporation checklist
- Offering, selling, and issuing securities
- Foreign corporations in California
- Professional corporations
- Close corporations
- Comparison of California and Delaware law
- Comparison of California and Nevada law
- Business insurance
- Operating problems
- Advising the board
- Shareholders’ rights and liabilities
- Amending the articles and changing the capital structure
- Declaring and paying dividends and other distributions
- Establishing a corporate compliance program
- Sarbanes-Oxley and the private company
- Dissolving the corporation
Financing and Protecting California Businesses
Yahnian Law Corporation routinely advises business on the following legal matters:
- Capital sources and strategy
- The business plan
- Private placements including private placement memorandums
- Venture capital agreements
- Equity and debt financing, including IPOs
- Equipment leases;
- letters of credit
- Business insurance
- Intellectual property protection
- Cyber security
- Licenses, permits, and registrations
- Tax and accounting elections;
- Tax compliance
Franchises
Steve Yahnian advises his clients on the legal parameters for franchising their businesses. Many people do not realize what constitutes a franchise under state law and fall into the traps that cause securities and franchise laws penalties to apply to them. Careful design and implementation must be accomplished to avoid the penalties for failure to comply with these rules.
- Counseling and Advising Franchisers and those who seek to franchise their businesses or business concepts;
- Counseling prospective franchisees
- Drafting franchise agreements (and related documents) in California
- Drafting a franchise disclosure document under the FTC’s Rules
- Filings required with the California Department of Corporations
Intellectual Property
It surprises many people, lawyers included, to discover that so many business transactions have an Intellectual Property impact. Yet, trademark, trade secret, copyright and other matters are abundant, though often not obvious and many times overlooked issues in such things as business sales, employment agreements and in merely conducting day to day business.
I have had many clients come to me with letters they received from another law office threatening litigation and treble damages if they do not cease and desist using the business name they have used for many years. Now, that’s a disaster, since a client in that situation would have spent a lot of money promoting their business under that name and built up quite a bit of goodwill associated with it.
Other examples include client employers who fail to take proper steps to protect their trade secrets, such as customer lists, then find out that an employee who was fired or quit took the list to his new employer (a competitor) and is contacting the former employer’s clients to solicit business.
In summary, Yahnian Law Corporation handles the following Intellectual Property matters:
- Trademarks
- Trade Secrets
- Copyrights
- Registration and Renewal
- Licensing
- Technology transfers
- Assignments
- International Registration
- U.S. Customs Registration
- Infringement analysis
- Intellectual Property Disputes
- Audits
- Confidentiality Agreements
- Structuring transactions involving intellectual property
- Intellectual property due diligence
- Intellectual property licensing
- Joint ventures and strategic alliances
- Intellectual property issues in merger and acquisition agreements and related documents
- Secured lending transactions
- Managing intellectual property assets
- Intellectual property valuation
IS-DISC
- Plan;
- Design;
- Formation;
- Organization;
- Implementation; and
- Operations
Limited Liability Companies
Yahnian Law Corporation designs and implements limited liability companies for its clients. Such entities give asset protection for owners and provide all of the tax benefits of a partnership.
Yahnian Law Corporation provides its clients with a comprehensive LLC package including Articles of Organization, Operating Agreements, Organizational minutes, Operations Memorandum, Detailed checklists for operation of the LLC, and other services designed for the particular client.
- Choosing the appropriate business entity
- Filing requirements
- Tax issues
- Business Law Issues
- Securities Law Issues
- Preliminary considerations in drafting the operating agreement
- Annotated long-form, short-form and single-member operating agreements
- Issuing and transferring membership interests
- Operating an LLC; operating a foreign LLC in California
- Conversions and mergers
- Series LLCs
- Liquidating and dissolving LLCs
Mergers and Acquisitions; Sales and Purchases of Assets and Stock
Representing buyers, sellers, lenders and management, Yahnian Law Corporation provides advice, counseling, design and drafting with respect to the following:
- Leveraged and management buyouts;
- Straight Cash for Assets or Stock;
- Installment purchases of assets or stock;
- Security Agreements securing debt obligations;
- Tax planning and analysis (tax-free reorganizations);
- Director fiduciary considerations;
- Post-closing management equity arrangements;
- Noncompetition and other post-closing restrictive agreements;
- Dissenting shareholder matters;
- Employee benefit matters;
- Environmental issues;
- Workouts and restructurings;
- Fraudulent conveyance matters;
- Successor liability.
Partnerships
The firm routinely drafts partnership agreements for both general and limited partnerships. The firm assists partners in dissolving their partnership and in obtaining the appropriate tax clearances. Yahnian Law Corporation uses partnerships frequently as an estate planning tool.
- Planning general partnerships, limited partnerships, and LLPs
- Drafting partnership agreements
- Issuing partnership interests
- Taxation of partnership income
- Taxation of transfers and terminations of partnership interests
- Dissociation
- Dissolving and winding up
- Change of entity
Pension, Profit-Sharing and Retirement Plan Matters,Design and Implementation
Yahnian Law Corporation counsels employers and employees on pension, profit sharing and retirement plan matters and also designs and helps employers implement such plans. There are many tax benefits and asset protection aspects to such plans, if they are properly designed and implemented.
The following are examples of plans that Steve Yahnian has advised upon, designed, implemented or given counsel:
- IRAS;
- Roth IRAS;
- SEP’s;
- Simples;
- TSA’s;
- Keoghs;
- Profit Sharing;
- Money Purchase;
- Target Benefit;
- 401(k);
- Employee Stock Ownership Plans (ESOP’s);
- Secular Trusts;
- Rabbi Trusts; and
- Other types of Non-qualified plans
In addition, Steve Yahnian has given counsel and analysis regarding the following:
- Highly Compensated Employees;
- Eligibility and participation;
- Contribution and Benefit Limitations;
- Permitted Disparity;
- Funding Requirements;
- Vesting;
- General Distribution Requirements;
- Minimum Distribution Requirements;
- Tax Deduction Rules;
- Taxation of Distributions;
- Participant Loans;
- Life Insurance and Death Benefits inside of a Plan;
- Tax on early distributions;
- Saver’s credit;
- Determination Letters;
- IRS and DOL Correction programs;
- Operating the Plan;
- Reporting to Governmental agencies;
- Preparation of Summary Plan Descriptions;
- Fiduciary Responsibilities;
- Prohibited Transactions;
- Termination of Plans;
- Top Heavy Plans;
- Multi employer Plans;
- Rollovers; and
- Qualified Domestic Relations Orders
Physicians and other Health Care Professionals
Contract Review, Drafting, and Negotiation
We have many physician, dentist and other health care professional clients. Pursuant to that, we routinely assist our clients by providing services such as contract design and planning, review, drafting, and contract negotiation.
Contract Review
Our objective is to make certain that our clients understand every clause in the contracts they sign. A concentration of our practice is the review of physician and other health care professional contracts, specifically:
- employment contracts;
- physician recruitment agreements;
- physician restrictive covenants (e.g. non-compete agreements);
- shareholder agreements;
- independent contractor agreements;
- hospital services agreements;
- exclusive provider agreements.
- managed care agreements,
- exclusive provider agreements,
Contract Negotiation
We are experienced in the art of negotiating physician contracts, through years of representing physicians and other health care professionals in contract negotiations. Routinely as part of the review of physician contracts, we negotiate directly with employer counsel, hospital chief executive officers, and practice heads.
Secured Transactions
Yahnian Law Corporation performs the following services with respect to Secured Transactions as follows:
- Documenting secured transactions
- Pledge Agreements
- Secured Promissory Notes
- Perfecting security interests
- Priorities and remedies
- Consumer transactions
- Enforcing Security Agreements
Selecting and Forming Business Entities
We also provide legal services concerning the following:
- Evaluating entity choices
- General partnerships
- Limited partnerships
- Limited liability partnerships
- S and C corporations
- Close corporations
- Professional corporations
- Limited liability companies
- Converting an existing entity to a limited liability company
- Preparation of Private Placement Memorandums
Trade Secrets
One of the most valuable assets a business may have consists of trade secrets. But, guarding those secrets is key to keeping them legal classified as secret, and therefore obtaining court protection to stop their misuse. As a result, Yahnian Law Corporation provides the following legal services:
- Advice and counseling concerning what is a trade secret and the ownership of trade secrets
- Idea submissions
- Protecting a company’s trade secrets
- Trade secrets licensing
- Security interests in trade secrets
- Avoiding misappropriation claims
- Insurance coverage for misappropriation claims
- Protecting computer technology, biotechnology
