California Corporate Lawyer

Selling Your Minority Interest: Owner / Employee

2011-05-09T13:55:00.000-07:00

Selling a minority interest in a privately held business in California must be handled thoughtfully. First, if you are able to sell a minoroty interest in a privately held business for a profit (whether small or substantial) you are already on a good path. This article address some consideration for an individual minority owner who is also an employee.

The good news is that you are getting paid for your hard work and getting a return on your investment. These are the rewards that capitalism provides. The bad news is that your Company may try to limit your ability to own and operate a similar business for a period of years or within a specific geographic region through a non-compete agreement.

You may say, "Wait, I read http://alglaborlaw.blogspot.com/2008/08/non-competition-clauses-in-california.html, which says non-compete agreements are void in California." They are ....for pure employees. However, there are narrow exceptions under 16601, 16602 and 16602.5 which provide that a seller of "substantially all" of his/her/its assets, goodwill or interest in a business "may agree with the buyer to refrain from carrying on a similar business within a specified geographic area in which the business so sold, or that of the business entity, division, or subsidiary has been carried on, so long as the buyer, or any person deriving title to the goodwill or ownership interest from the buyer, carries on a like business therein."

Here, there are elements of both the employee relationship and the owner relationship. Despite being an "owner" many "owner-employees" are not financially independent such that they can afford to not work for an extended period of time, even with a substantial payout from the sale of their shares -- taxes, mortgages, school tuition and debt incurred during the formation and growth of the business all add up quickly. Therefore, the owner-employee must tread carefully so as to not restrict his or her future ability to earn a living or maintain his or her lifestyle when agreeing to sell his or her shares.

On the one hand the owner-employee is often not required to agree to any and every restriction, on the other hand the employer is often not required to repurchase the shares. The "may" language will naturally result in a negotiation of the future restrictions on the activity of the owner-employee, which will often become a material business point affecting the pruchase price paid for to the owner-employee for the shares or whether the sale will even be consummated at all.

Adishian Law Group, P.C. assists owners of privately held companies in the negotiation and sale of their shares or membership interests to maximize the value of their ownership interest while allowing them reasonable freedom to pursue their next entrepreneurial dream or investment. If you are contemplating the sale of your interest in a corporation, limited liability company or partnership, we recommend that you consult and attorney before concluding the purchase and sale agreements.

Note: The information contained is not legal advice and does not establish an attorney-client relationship. Our contact information is included and we always offer a free consultation. For more information about SELLING THE COMPANY, SELLING SHARES, SELLING MEMBERSHIP INTERESTS, SELLING PARTNERSHIP INTERESTS, LIMITED LIABILITY COMPANIES, CORPORATE LAW and other areas of law, please visit http://www.AdishianLaw.com, contact us via email to askalg@adishianlaw.com or call us at 415.955.0888 or 310.726.0888. Copyright Adishian Law Group, P.C. 2011.

Selling Your Minority Interest: Owner-only

2011-05-09T13:34:00.000-07:00

Selling a minority interest in a privately held business in California must be handled thoughtfully. First, if you are able to sell a minority interest in a privately held business for a profit (whether small or substantial) you are already on a good path. This article address some consideration for an individual minority owner only (e.g. not an owner-employee).

The good news is that you are getting paid for your hard work and getting a return on your investment. These are the rewards that capitalism provides. The bad news is that your Company may try to limit your ability to own and operate a similar business for a period of years or within a specific geographic region through a non-compete agreement.

You may say, "Wait, I read http://alglaborlaw.blogspot.com/2008/08/non-competition-clauses-in-california.html, which says non-compete agreements are void in California." They are ....for employees.

However, there are narrow exceptions under 16601, 16602 and 16602.5 which provide that a seller of "substantially all" of his/her/its assets, goodwill or interest in a business "may agree with the buyer to refrain from carrying on a similar business within a specified geographic area in which the business so sold, or that of the business entity, division, or subsidiary has been carried on, so long as the buyer, or any person deriving title to the goodwill or ownership interest from the buyer, carries on a like business therein."

Due to the "may" language this will naturally result in a negotiation of the future restrictions on the activity of the seller, which will often become a material business point affecting the pruchase price paid for the Seller's shares or whether the sale will even be consummated.

Adishian Law Group, P.C. assists owners of privately held companies in the negotiation and sale of their shares or membership interests to maximize the value of their ownership interest while allowing them reasonable freedom to pursue their next entrepreneurial dream or investment. If you are contemplating the sale of your interest in a corporation, limited liability company or partnership, we recommend that you consult and attorney before concluding the purchase and sale agreements.

Note: The information contained is not legal advice and does not establish an attorney-client relationship. Our contact information is included and we always offer a free consultation. For more information about SELLING THE COMPANY, SELLING SHARES, SELLING MEMBERSHIP INTERESTS, SELLING PARTNERSHIP INTERESTS, LIMITED LIABILITY COMPANIES, CORPORATE LAW and other areas of law, please visit http://www.AdishianLaw.com, contact us via email to askalg@adishianlaw.com or call us at 415.955.0888 or 310.726.0888. Copyright Adishian Law Group, P.C. 2011.

Minority Shareholders in Privately Held Companies

2011-05-09T12:58:00.001-07:00

The concept of ownership is deeply woven into the American Dream -- e.g. own a home, own public stock, own bonds, own a business -- so deeply woven in fact that sometimes "ownership" becomes the goal regardless of the consequences attendant to that "ownership." Yes, when done properly, with due attention to the risks, rewards and ROI (return on investment), ownership can create equity expansion and increase net worth like few other opportunities in our economy.

However, poorly thought out investments in privately held Companies can lead to "dead money", where the only "return" is pride of ownership and you cannot get your money out. That is, you get to tell your friends and family that you are an "owner of this Company" but in fact you see no financial benefit to this ownership at all! Even worse, such investments can result in a complete loss of the capital invested. Either way, the money is effectively gone, and you are unable to use it in another productive investment. Bad result.

Some points to consider before investing in a privately held company:

Will I ever see a return on my investment?

How will I see that return? (Dividends, interest, appreciation?)

How likely is it that I will actually see that return?

Will I ever get my original investment back?

Can I sell my stock to somebody if I want/need my money (or some of it) back?

At what price can I sell my stock?

How long will that take?

There are many other issues to consider as well.

Adishian Law Group, P.C. assists investors in privately held companies in maximizing the value of their ownership interest and minimizing the risk of capital loss or "dead money." We assist with the "capital allocation decisions" for both majority and minority shareholder positions, as well as subsequent ongoing management of these investments. If you are contemplating an investment in a privately held company, or you are already a minority investor, we would be happy to talk with you about your options for increasing the value of your shares.

Note: The information contained is not legal advice and does not establish an attorney-client relationship. Our contact information is included and we always offer a free consultation. For more information about the MINORITY SHAREHOLDERS, CAPITAL ALLOCATION, INVESTMENTS, CORPORATE LAW and/or other areas of CORPORATE law, please visit http://www.AdishianLaw.com/, contact us via email to askalg@adishianlaw.com or call us at 415.955.0888 or 310.726.0888. Copyright Adishian Law Group, P.C. 2011.

Adishian Law Group Newsletter (Summer 2010)

2010-08-11T11:44:00.000-07:00

(Edited, Originally published Summer 2010)

Headnotes

Class Action. We are representing a putative class of plaintiffs in an action against Greystone Bank and Greystone Service Corporation, Inc. alleging violation of California Civil Code 2924c, Breach of Contract, Unfair Competition (BPC 17200) and other claims. Per its website, Greystone Service Corporation "services ... a multi-billion-dollar portfolio of real estate loans for Fannie Mae, GNMA, private investors, public agencies, and our own portfolios." If you have a loan originated by Greystone Bank or your loan is serviced by Greystone Servicing Corporation, and you have been charged excessive interest, late fees, attorneys' fees, appraisal fees or reinstatement fees, please contact us at info@adishianlaw.com.

Arbitration and Mediation Services.
Chris Adishian is available to serve as an arbitrator or mediator in corporate, business or real estate disputes. Recent arbitrations and mediations include the following:

Served as one of three arbitrators appointed to decide a client-attorney fee dispute of approximately $60,000
Served as one of three arbitrators appointed to decide a client-attorney fee dispute of approximately $750,000
Served as one of three arbitrators appointed to decide a client-attorney fee dispute of approximately $900,000

If you would like to have Chris Adishian serve as a private Mediator or Arbitrator in your dispute, please contact the office at 310.726.0888 to check for availability of dates.

New Restaurant: 33 Degrees Comes to Long Beach.
Friend of the firm, Ed Shaffer, has just opened up a new restaurant named 33° Degrees. Per the website, "33° Degrees is a nautical themed gastropub that will serve a healthier and creative menu inspired by cuisine along the 33rd Latitudes. Come join us for handcrafted drinks, live music and televised sports while enjoying the harbor views." It is located at 423A Shoreline Village Drive, Long Beach, CA, 90802. Website: http://33degreeslb.com/

Ed has worked very hard to get the restaurant opened, so if you are in the Long Beach area give it a try, and when you are heading over, email Ed directly at ewshaffer@gmail.com.

Something fun: Visit The Jurassic Gardens, Take Home a Prehistoric Plant.
Want to add something unique and fun to the homestead? Visit Jurassic Gardens in Hollywood operated by friend of the firm, Maurice Levin. http://www.facebook.com/pages/North-Hollywood-CA/Jurassic-Garden-AA-Cycads/52752691482 or http://cycadpalm.com/index.html.

Please consider making a Red Cross donation to Haiti. Red Cross Haiti Donation Page.

Corporate Law Update

We continue to build our corporate practice of representing top entrepreneurs and serving as general counsel for emerging companies and privately-held corporations across a range of industries from high-tech to low-tech. Target clients include start-ups and privately held, growth companies with $10M+ in revenue. Some of our recent and active corporate matters include:

Ongoing, broad-based, general counsel work for privately held companies
Advising foreign-based manufacturer on contract drafting for its California sales and transactions
Representing a corporate client in post-acquisition dispute from initial dispute through resolution via mediation
Management services agreement -- health care industry
Business sale advisory
LLC formations for real estate development, financial consulting and

For an updated list of representative projects and transactions, please visit our Corporate Transactions Page.

In addition, we also provide a free corporate resources page, located here ALG, P.C. Corporate Resource Links.

Our flat rate corporate or LLC formation package is a great value for start-ups. If you or your clients have an idea, and are ready to run with it, please contact us at askalg@adishianlaw.com to schedule a free, no obligation consultation.

Executive-Level Wrongful Termination Law Update

Representing talented, highly compensated corporate professionals (e.g. "C-Suite" executives, Company Founders, Investment Bankers, Sales Managers, and Sales Representatives) throughout California continues to be a core piece of our practice. Many of our clients are leading performers in their chosen professions. We represent top corporate talent in high-stakes litigation against some of the largest corporations and law firms in the country. We also regularly advise senior level executives in negotiating their employment agreements.

Since early May (roughly the last 60 days) we have resolved 4 employment matters. In 3 cases, we represented the employee and in 1 case we represented the Company. One case required about 1 year of litigation, and the others were resolved pre-litigation. Of course, the facts of each case are different and there is no guarantee of any particular outcome in any one case. Some of our current and past representative employment matters:

Represented a highly compensated sales representative in a large six-figure bonus / commission dispute
Represented co-founder, minority shareholder of a successful private company with respect to employment and corporate claims against the company and majority shareholder [Contra Costa County, MSC09-01153]
Represented a female, former sales rep for large wholesaler alleging sexual harassment and gender discrimination, based on a hostile work environment including sexually explicit emails and photos emailed to her by males
Co-counsel at trial resulting in Statement of Decision finding for Plaintiff against division of U.S. Bank [Orange County, 30-2008-00105190]
Represented a foreign national on pending separation from Company

Labor Market Review: This week Goldman Sachs forecasted that nationwide unemployment, currently at approximately 9.5% will rise to approximately 10 3/4% for most of 2011, suggesting perhaps that the stimulus seems to have flowed through the system without accelerating any recovery. In California, the latest EDD report states that California's statewide unemployment "decreased" to 12.3%, which is still higher than the U.S. average and not much different that the 12.5% in January, which was one of the highest numbers since the data has been tracked.

If you have been wrongfully terminated, you must do everything you can do to protect your economic well-being as the job market remains at historically bad levels even for those with excellent education, experience and proven abilities.

For an updated list of representative client matters, please visit Employment Results.

If you have lost your job, regardless of your employment level, you clearly are not alone. We encourage you to visit our Labor Law Blog to learn what steps we recommend that you take if you have been fired or laid off. The tough news is that no quick substantive exit from the recession is apparent, but the good news is that there are definitely steps that you can take to help you get through this difficult economic environment.

We also recommend our own Labor and Employment resources page, located here Employment Law Resources.

If you or someone you know could benefit from our services, or has a fact pattern similar to the above, please contact us at askalg@adishianlaw.com for a free consultation.

Real Estate Law Update

We have a full service real estate practice, representing investors, owner-operators, buyers, sellers and developers in real estate transactions, operations and financings, as well as representing clients involved in real estate disputes in a variety of forums including mediation, arbitration and civil litigation. Some of our recent and active real estate matters include:

Representing putative class against lender and servicer demanding fees, penalties and interest in apparent violation of California law
Acquisition of commercial land via a complex multi-party transaction, including a Sec. 1031 exchange, Seller carryback financing and subordinations
Drafting and advising client with respect to long term commercial lease
Represented residential tenant being evicted allegedly in violation of Cal. Civil Code 1162 and 1946.1
Advisory on residential purchase
Commercial lease negotiations
Condo HOA compliance
Residential landlord-tenant advisory

Residential Real Estate Market Review: The residential income market is rebounding with steady tenant demand in certain areas driven by a variety of factors including (a) widespread foreclosures moving people out of homes and into the rental market; (b) demand for better school districts for those tenants raising families.

We remain in the down part of the real estate cycle, which is the better time to invest for the long term, and there are attractive opportunities in larger apartment complexes. These opportunities often make sense for small groups (1-6) of investors with a long term horizon. If you are considering a long term investment in real estate, we strongly encourage you to contact an attorney and your CPA before committing capital.

Commercial Real Estate Market Review: The commercial market remains challenging for landlords of office and strip malls. Landlords holding lower quality locations with non-branded, non-chain tenants are suffering prolonged vacancies due to few new business starts and excess supply on the market.

For an updated list of representative projects and transactions, please visit our Real Estate Results Page.

We also recommend that you visit our own real estate resources page, located here Real Estate Resources Links.

When you have your next real estate issue, whether it is a L-T issue, Broker-client dispute, pending litigation, mediation, arbitration, a new development, upcoming transaction, need capital or simply want to sell an asset, contact us via askalg@adishianlaw.com for a free, no obligation consultation.

The ALG, P.C. Difference

Our practice grows through relationships and referrals. Our points of differentiation are:

Professional Service. We are professionals, striving always to deliver the highest level of client service in a trusted, effective manner;
Representing Leaders. Our clients are exceptional individuals, families and companies who are achievers in their chosen fields and value our services;
Trusted, Proven Network. We also serve as "network hub", providing our clients with a single point of contact for all of their legal needs relating to the great state of California. In terms of scale, LinkedIn calculates that our 2nd level network is over 85,300 individuals, and that our 3rd level network is over 5,011,900 individuals. Every client has access to, and benefits from, our trusted, proven network of talented professionals and other firm resources.
Technology Forward. We are technology-forward, leveraging the latest technology to deliver our legal services in the most efficient manner;
Direct Attorney Involvement. We provide direct attorney involvement on every client matter, supplemented as appropriate by staff;
Personalized, 24 hour access. We provide highly personalized, responsive service to our clients -- clients have twenty-four hour access to our attorneys and staff;
International and Cross-Border Experience. We are international, advising overseas clients on inbound activities and advising California clients on outbound activities in foreign jurisdictions; and
Solutions Focused. We generate creative solutions founded on our practical knowledge of what works and what does not work.

In short, we act quickly, and when you need us, we are on the ground with you....wherever you may need us. Simply pick up the phone.

Related Services

Attorney Referrals. We continue to add quality attorneys to our referral network, so even if your legal needs fall outside within our core practice areas, your first call should still be to ALG. If we cannot help you directly, chances are we have a relationship with a high-quality attorney or law firms in that area of law.
Real Estate Brokerage: Property Management Services. Adishian Capital offers full service property management for properties in Los Angeles County.
Professional Introductions
Company/Individual background checks
Asset verification/debt collection
Conference room access in Los Angeles and San Francisco

Thank you for your ongoing support, and Go Bears!

Regards,

ADISHIAN LAW GROUP, P.C.
Southern California
Pacific Corporate Towers
222 N. Sepulveda Blvd., Suite 2000
El Segundo, California 90245
P: 310.726.0888
F: 866.350.0888

Northern California
One Market
Spear Tower, Suite 3600
San Francisco, California 94105
P: 415.955.0888
F: 866.350.0888
Web: http://www.AdishianLaw.com
Skype: ALG-PC

Oppressive Conduct by Majority Shareholders

2009-01-12T09:15:00.000-08:00

California Corporation Code § 1800 provides several grounds for involuntary dissolution. A court may grant involuntary dissolution where (1) “[t]hose in control of the corporation have been guilty of or have knowingly countenanced persistent and pervasive fraud, mismanagement or abuse of authority or persistent unfairness toward any shareholders or its property is being misapplied or wasted by its directors or officers.” §1800(b(4), and (2) “liquidation is reasonably necessary for the protection of the rights or interests of the complaining shareholder or shareholders.” §1800(b(5). See also Bauer v. Bauer, 46 Cal.App.4th 1113, 54 Cal.Rptr.2d 377, Stuparich v. Harbor Furniture Mfg., Inc. 83 Cal.App.4th 1268, 100 Cal.Rptr.2d 313, 2000 Daily Journal D.A.R. 10,657.

Involuntary corporate dissolution under subdivision (b)(4) requires a showing that those in control of the corporation have been guilty of, or have knowingly countenanced, “persistent and pervasive fraud, mismanagement or abuse of authority or persistent unfairness toward any shareholders,” or that the corporation's property “is being misapplied or wasted by its directors or officers.”

Bauer described the course of conduct that satisfies the definition of the improper “squeezing out” of a minority shareholder, thus entitling a minority shareholder to dissolution of the corporation to protect his or her interests. The court took its definition of a from Marsh’s California Corporation Law, the portion quoted by the Bauer court is below:

“The term ‘squeeze-out’ is . . . generally intended to describe a situation where the majority controlling shareholders, who are also the principal officers of a corporation, engage in a course of conduct which is designed to exclude a minority shareholder or shareholders both from participation in the conduct of the corporate business and from the economic benefits derived therefrom . . . The conduct most typically takes the form of refusing to pay any dividends on the corporate stock, refusing to permit the minority shareholder to have any corporate office or position on the board of directors . . . , and the payment of large salaries to the controlling shareholders who are the principal officers of the corporation . . . Obviously it makes a great deal of difference whether dividends had once been paid on a regular basis, but were stopped; whether the minority shareholder had a job with the corporation from which he was fired; and whether the controlling majority shareholders increased their own officers’ salaries, after the rift appeared and the dividends were terminated.” 2 Marsh’s California Corporation Law (3d ed. 1995) §11.46, 958-960

Adishian Law Group, P.C. represents and advises entrepreneurs, company co-founders, and C-Suite executives on a wide range of legal and strategic issues, including maximizing the value of their ownership interest.

Note: The information contained is not legal advice and does not establish an attorney-client relationship. Our contact information is included and we always offer a free consultation. For more information about the MINORITY SHAREHOLDERS, OPPRESSIVE CONDUCT, CORPORATE LAW and/or other areas of CORPORATE law, please visit http://www.AdishianLaw.com/, contact us via email to askalg@adishianlaw.com or call us at 415.955.0888 or 310.726.0888. Copyright Adishian Law Group, P.C. 2009.

Breach of Fiduciary Duty: Majority Shareholders

2009-01-12T09:09:00.000-08:00

Majority shareholders may be held liable for damages for breach of a fiduciary obligation to minority shareholders, Jones v. H. F. Ahmanson & Co., 1 Cal.3d 93, 81 Cal.Rptr. 592, 460 P.2d 464; Brown v. Halbert, 271 A.C.A. 307, 316, 76 Cal.Rptr. 781; and 3 Witkin, Summary of Calif. Law (1960) Corporations, s 99, p. 2390 (1967 Supp. p. 998). A majority shareholder breaches his fiduciary duties to the minority when he uses his control to distribute a disproportionate share of corporate profits (whether in the form of a dividend of excessive executive compensation), depriving the minority of its fair share of corporate profits. See Jara v. Suprema Meats (2004) 121 C.A.4th 1238, 18 C.R.3d 187; Witkin Summary of California Law, Tenth Edition 2. [§ 181].

In Jara, the court found that a minority shareholder had the right to bring an individual action against the corporation for excessive compensation paid to the two other shareholders, who were also executives and directors of the corporation. The court stated, “The objective of encouraging intracorporate resolution of disputes and protecting managerial freedom becomes meaningless where defendants constitute the entire complement of the board of directors and all the corporate officers.” See Jara, supra, at 1259.

Note: The information contained is not legal advice and does not establish an attorney-client relationship. Our contact information is included and we always offer a free consultation. For more information about the MINORITY SHAREHOLDERS, BREACH FIDUCIARY DUTY and/or other areas of CORPORATE LAW, please visit http://www.AdishianLaw.com/, contact us via email to askalg@adishianlaw.com or call us at 415.955.0888 or 310.726.0888. Copyright Adishian Law Group, P.C. 2007.

Exchange Funds: A Good Idea For Entrepreneurs and Co-Founders

2009-01-12T08:52:00.000-08:00

What is an Exchange Fund?
An exchange fund allows company founders and other large shareholders to contribute a portion of their own company stock in exchange for an ownership percentage (i.e. limited partnership interest) in a new entity that holds a diversified portfolio of private company shares. As the portfolio companies realize liquidity events (IPO, acquisition, etc.), the limited partners in the new entity all share in the cash or stock distributions.

The Benefits
Conceptually, as a company co-founder, you are "going long" on your single idea. In the meantime, your venture backers (and maybe your lawyers) have literally dozens of other company co-founders just like you "going long for them". The exchange fund allows you to shift part of your portfolio to mirror the "higher-quality risk profile" of your venture capital backers. Yet, you still retain a significant percentage of your company shares.

Exchange funds offer diversification, venture capital scale returns, higher likelihood of a liquidity event, possible tax advantages versus a comparable cash investment in a venture fund and no out of pocket costs for participants.

Adishian Law Group, P.C. represents and advises entrepreneurs, company co-founders, and C-Suite executives on a wide range of legal and strategic issues, including utilizing exchange funds as a long-term wealth building tool. If the above sounds like you, call us and we will be happy to discuss how we can be of service to you.

Note: The information contained is not legal advice and does not establish an attorney-client relationship. Our contact information is included and we always offer a free consultation. For more information about the EXCHANGE FUNDS, START-UPS, VENTURE CAPITAL, PRIVATE COMPANIES and/or other areas of CORPORATE law, please visit http://www.AdishianLaw.com/, contact us via email to askalg@adishianlaw.com or call us at 415.955.0888 or 310.726.0888. Copyright Adishian Law Group, P.C. 2009.

Adishian Law Group Newsletter (Summer 2008)

2008-07-15T12:39:00.000-07:00

(edited, originally published July 2008)

Headnotes....

Arbitration & Mediation Services Now Available. A sincere mediation effort can often resolve your legal dispute, or clarify the issues, thereby saving you or your client tens of thousands of dollars in legal fees as well as months of time, anguish and mis-directed energy. Similarly, an arbitration (even non-binding) can often be a valuable tool towards resolving a dispute.

Christopher M. Adishian, Esq. served as Head Arbitrator on a three arbitrator panel that presided over a nearly $250,000 attorney-client fee dispute. He also recently served as Mediator in a prolonged commercial dispute in the low-to-mid six figures.

If you have a business, real estate or employment dispute where you believe mediation or arbitration would be worthwhile, or if you would simply like to discuss the differences between arbitration and mediation, we encourage you to contact our office. There is no charge for an initial consultation. Our rates our competitive and we can provide single or multiple conference room configurations as requested by the parties.

Acquiring Law Practices. We are always looking to acquire law firms focused on our core areas of Corporate, Employment and Real Estate. If you or someone you know is looking to retire or sell their practice, we are interested in talking with them.

Adishian Capital Property Management. Adishian Capital is a licensed California Real Estate Broker. Adishian Capital currently manages a portfolio of nearly 70 residential income units and are looking to add new properties. Adishian Capital offers sophisticated management, professional reporting and competitive fee structures using state of the art software. If Adishian Capital can be of service to you or your clients in the management commercial or income property, please contact us directly.

New Book: We Plan, God Laughs.A long time friend, Los Angeles-based Rabbi Sherre Hirsch has just published "We Plan, God Laughs." Sherre has appeared regularly on Noami Juddâ€™s New Morning, and has also been featured on Today, Tyra, and PBSâ€™s Thirty Good Minutes according to Random House. The book has received many 5-star reviews on Amazon, and you can buy it here: We Plan, God Laughs: Ten Steps to Finding Your Divine Path When Life is Not Turning Out Like You Wanted

Corporate Law Update

To date, we have advised over 40 corporate clients and we continue to build our practice representing top entrepreneurs, emerging companies and privately-held corporations across a range of industries from high-tech to low-tech.

Recently we assisted a client with the financing of her "mock-umentary" film, Guides, which is currently being marketed to film festivals domestically and internationally. The official trailer can be previewed here: http://www.youtube.com/watch?v=xYOYS57uLF0. (The unofficial trailer is here: http://www.youtube.com/watch?v=5QOeEXiHn2I).

For additional examples of client projects, please visit our Corporate Page.

We always offer flat rate corporate or LLC formation packages designed to be a great value for entrepreneurs. In addition, we also have our corporate resources page, located here ALG, PC Corporate Resource Links.

If you or your clients have an idea, and are ready to run with it, please contact us at askalg@adishianlaw.com to schedule a free, no obligation consultation.

Real Estate Law Update

We have a full service real estate practice, representing buyers, sellers and developers in real estate transactions and financings, as well as representing clients involved in real estate disputes in a variety of forums including mediation, arbitration and civil litigation.

Representative recent client engagements include: (1) Commercial Leasing; (2) Ongoing Landlord advisory services; (3) Condominium conversion; (4) 1031 exchanges and (5) Representing well-capitalized real estate investors looking to expand their portfolios in this "buyer's market".

We also recommend that you visit our own real estate resources page, located here ALG, PC Real Estate Resource Links.

When you have your next real estate issue, whether it is a L-T issue, Broker-client dispute, pending litigation, mediation, arbitration, a new development, upcoming transaction, need capital or simply want to sell an asset, contact us via askalg@adishianlaw.com for a free, no obligation consultation.

Executive-Level Wrongful Termination Law Update

Representing talented, highly compensated corporate professionals (e.g. Company Founders, Investment Bankers, Sales Managers, High Performing Sales Representatives and "C-Suite" executives) throughout the state continues to be a core piece of our practice. Many of our clients are top performers in their chosen professions. Simply put, we represent top corporate talent in high-stakes litigation against some of the largest corporations and law firms in the country. Some of our active employment matters include:

We are in litigation against Pfizer, the world's largest pharmaceutical company;

We are representing a private company founder who was terminated from her own company;

We are representing a former senior manager who was terminated without receiving accelerated vesting of shares; and

We are representing a senior manager who was terminated shortly before vesting of his shares, and without being paid a promised bonus.

If you or someone you know could benefit from our services, or has a fact pattern similar to the above, please contact us at askalg@adishianlaw.com for a free consultation.

We also recommend our own corporate resources page, located here ALG, PC Employment Law Resource Links.

The ALG Difference

Our practice grows through relationships and referrals. Since inception, we have grown to over 135 client engagements. Our points of differentiation are:

(1) We are professionals, striving always to deliver the highest level of client service in a trusted, confidential manner;
(2) Our clients are exceptional individuals, families and companies who are achievers in their chosen fields and value our services;
(3) We serve as "hub" or "point of presence", providing a single point of contact for all of clients' legal needs relating to the great state of California --- every client has access to, and benefits from, our trusted, proven network of talented professionals and other resources;
(4) We are technology-forward, leveraging the latest technology to deliver our legal services in the most efficient manner;
(5) We provide direct attorney involvement on every client matter, supplemented as appropriate by staff;
(6) We provide highly personalized, responsive service to our clients -- clients have twenty-four hour access to our attorneys and staff;
(7) We are international, advising overseas clients on inbound activities and advising California clients on outbound activities in foreign jurisdictions; and
(8) We generate creative solutions founded on our practical knowledge of what works and what does not work

In short, we act quickly, and when you need us, we are on the ground with you....wherever you may need us. Simply pick up the phone.

Related Services

Attorney Referrals. We continue to add quality attorneys to our referral network, so even if your legal needs do not fall within our three core practice areas, your first call should still be to ALG. If we cannot help you directly, chances are we have a relationship with a high-quality attorney in that area of law.

Financial Consulting and Advisory

Professional Introductions

Legal research

Company/Individual background checks

Asset verification/debt collection

Conference room access in Los Angeles and San Francisco
Thank you for your ongoing support, and Go Bears!

Regards,

ADISHIAN LAW GROUP, P.C.
Southern California
Pacific Corporate Towers
222 N. Sepulveda Blvd., Suite 2000
El Segundo, California 90245
P: 310.726.0888
F: 866.350.0888

Northern California
One Market
Spear Tower, Suite 3600
San Francisco, California 94105
P: 415.955.0888
F: 866.350.0888
Web: http://www.AdishianLaw.com
Skype: ALG-PC

Minority Shareholder Rights in Delaware

2007-07-03T11:02:00.000-07:00

Many venture backed (and other corporations) choose to incorporate in Delaware due to its well-developed law regarding various common corporate issues. One such issue is a shareholder's right to inspection.

8 Del. C. Sec. 220
The controlling statute governing shareholder inspection rights is 8 Del. C. Sec. 220, which provides that : "(b) Any stockholder, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose, and to make copies and extracts from:
(1) The corporation's stock ledger, a list of its stockholders, and its other books and records; and
(2) A subsidiary's books and records...."

Heavy Procedural Requirements
In order to exercise their rights under Section 220, the shareholder must comply with each procedural requirement of the statute. Like many areas of law there are "procedural" requirements that must be satisfied in order for the individual or entity to receive access to the "substantive" benefits of the law. Here, a failure to comply with the procedural requirements of the statute could result in a delay or denial of an otherwise proper request.

Expedited Process Via Summary Proceeding
Delaware courts have a summary proceeding designed specifically for inspection demands brought pursuant to Section 220. The goal is to promote a quick resolution of any disputed inspection demand for both the company and the shareholder.

Each Case Unique
It is common for shareholders to want information about their corporate investments, and it is common for Company management to want to minimize the amount of information disclosed. Often these differences can be resolved informally, however there are many times where a compulsory court process is necessary. If you find yourself at a stalemate with an inspection demand to a Delaware corporation, we recommend that you contact an attorney promptly. Through our network of attorneys, we can refer you to competent, experienced Delaware co-counsel to advance your case.

Note: The information contained is not legal advice and does not establish an attorney-client relationship. Our contact information is included and we always offer a free consultation. For more information about MINORITY SHAREHOLDERS' RIGHTS, CORPORATE LAW and other areas of law, please visit http://www.adishianlaw.com/, contact us via email to mailto:info@adishianlaw.com or call us at 415.955.0888 or 310.726.0888. Copyright ALG, P.C. 2007.

The "Alter-Ego" Theory aka "Piercing the Corporate Veil"

2007-03-06T17:06:00.000-08:00

Are you considering filing a complaint against a California Corporation for money owed to you or your clients? Who can be held liable? Can only the corporate entity be named as a defendant? Can individual shareholders, directors or officers also be named as defendants? Can the alter-ego doctrine be applied to non-profit corporations?

Generally, California corporate law encourages business ventures, risk-taking, and entrepreneurial activity by limiting liability exposure to the assets of the corporation.
But this is not an absolute protection. Courts will disregard the corporate entity, allowing for individual shareholders, directors or officers (i.e. the “alter-egos”) to be held liable in certain circumstances. This is also known as “piercing the corporate veil.”

It is well settled that California courts can pierce the corporate veil when both of the following two requirements are met:

(1) Unity of Interests – The shareholders in question have treated the corporation as their “alter ego,” rather than as a separate entity; and

(2) Inequitable Result – Upholding the corporate entity and allowing for the shareholders to dodge personal liability for its debts would “sanction a fraud or promote an injustice.” Automotriz del Golfo de California v. Resnick (1957)

In California, courts apply a factor-by-factor test to determine whether “alter-ego” liability is appropriate. These factors are laid out in the case of Associated Vendors Inc. v. Oakland Meat Packing, Co. (1962).

1) Did the individual Defendant(s) act in bad faith?
2) Did the individuals contract with another with the intent to avoid performance by using a corporate entity as a shield against personal liability?
3) Did the individuals divert assets from a corporation by or to a stockholder or other person or entity to the detriment of creditors?
4) Domination of the corporation by a few key individuals?
5) Did the individuals and corporation use the same office or business location?
6) Did the individuals and the corporation employ the same attorney?
7) Did the individuals use the entity to procure labor, services and merchandise for another person or entity?
8) Did the individuals fail to adequately capitalize the corporation?
9) Did the individuals fail to maintain minutes or adequate corporate records?
10) Will there be an inequitable result if the court fails to pierce?

The burden of establishing alter-ego liability is on the plaintiff. Absent factors supporting individual liability, courts are reluctant to pierce the corporate veil because “alter-ego liability is fundamentally at odds with the general rule that de jure (ie. as a matter of law) corporation is a legal entity separate from its founders and owners; and the law specifically permits owners to incorporate a business for the very purpose of shielding them from its liabilities.” Las Palmas Associates v. Las Palmas Center Associates; Rutter Guide.

However, California courts have “followed a liberal policy of applying the alter-ego doctrine where the equities and justice of the situation appear to call for it.” First Western Bank & Trust Co. v. Bookasta (1968). In practice, the alter-ego doctrine is usually applied “where there are only a few shareholders and they have not respected their corporation’s separate identity.” When evaluating alter-ego liability, courts do not make a distinction between forms of corporations, and the doctrine applies equally to non-profit corporations and for-profit corporations.

Case References: Associated Vendors, Inc. v. Oakland Meat Packing Co.; Automotiz del Golfo de California v. Resnick; Las Palmas Associates v. Las Palmas Center Associates; First Western Bank & Trust Co. v. Bookasta

Note: The information contained is not legal advice and does not establish an attorney-client relationship. Our contact information is included and we always offer a free consultation. For more information about ALTER-EGO LIABILITY or PIERCING THE CORPORATE VEIL other areas of CORPORATE law, please visit http://www.AdishianLaw.com/, contact us via email to askalg@adishianlaw.com or call us at 415.955.0888 or 310.726.0888. ALG intern Jonathan Tam contributed to this article. Copyright ALG 2005.

Raising Capital: Federal and State Securities Laws

2007-03-06T17:04:00.000-08:00

Exemptions From Federal and State Securities Laws:
Are you a small business owner in California looking for a legal way to raise capital without being a licensed broker-dealer? What federal and state securities laws matter? Do you have to file any documents with the federal or state government? Does your company qualify for an exemption?

Federal Laws:
In light of the Great Depression, President Franklin D. Roosevelt created the Securities Exchange Commission as a means to promote investor confidence. Two of the safeguards that were included in the New Deal were the Securities Act and the Exchange Act.

Generally, the Securities Act requires companies raising capital to file a registration statement with the SEC. This is to provide investors with information that can assist them in making their investment decisions. The Exchange Act requires companies to file reports with the SEC. These reports include information about business operations, financial conditions, and management.

It is important to keep in mind that your company must be in compliance with both federal and state securities laws. This is because a particular offering may be exempt from a federal law but not exempt from a state law.

Exemptions:
Your company may qualify for an exemption provided within these laws. This would mean that you do NOT have to satisfy the SEC’s registration and reporting requirements. Below is an exemption from California State Law that may be applicable to your company. (Please note that for any sort of securities law exemption, it is necessary that you meet ALL of the requirements of the exemption.)

SEC Rule 1001 – California Limited Offering Exemption
Under this rule, California companies are not required to satisfy the SEC’s registration requirements for offers and sales of securities if and only if they meet the following requirements:

(a) The securities are in amounts of up to $5 million.
(b) The offering is made to a “qualified purchaser.”

Web reference. Please visit http://www.sec.gov/ for source materials on this topic.

Note: The information contained is not legal advice and does not establish an attorney-client relationship. Our contact information is included and we always offer a free consultation. For more information about RAISING CAPITAL and other areas of CORPORATE SECURITIES law, please visit http://www.AdishianLaw.com/, contact us via email to mailto:info@adishianlaw.com or call us at 415.955.0888 or 310.726.0888. ALG intern Jonathan Tam contributed to this article. Copyright ALG, P.C. 2004.

Minority Shareholder Rights in California

2007-03-06T17:02:00.000-08:00

Are you thinking about investing as a minority shareholder in a company? Perhaps you are thinking about taking on outside investors for your current company? What are your rights as an investor? What should you be concerned about as a majority shareholder?

The Minority Shareholder
Understandably, minority shareholders often are concerned that their rights and interests will be trampled by those of the majority shareholders. It seems that corporations appear to have a greater incentive to cater to the needs of their more substantial investors. However, in California, minority shareholders possess certain crucial rights that cannot be compromised by corporate bylaws or majority shareholders actions. One of the most valuable rights for shareholders is the right to access information about the corporation. In particular, shareholders of California corporations have rights to inspect two different sets of records: (I) record of shareholders; and (II) accounting books, records, and minuts of proceedings.

Inspection of the record of shareholders
Minority shareholders have the right to inspect a corporation’s record of shareholders. Those who hold either: (a) 5% of the shares; or (b) 1% of the shares and have filed a federal Schedule 14B relating to the election of directors, have an absolute right, on 5 business days’ notice, to both: (1) to inspect and copy the record of shareholders; and (2) to obtain a current list of the names, addressses and share holdings of the voting shareholders (Corp. C. 1600(a)(b)). Furthermore, any shareholder who does not qualify under either (a) or (b) above, with a written demand, has a right to access a corporation's record of shareholders. BUT if and only if the acquisition of such records is directed towards an end deemed reasonably related to the holder’s interest (Corp. C. 1600 (c)).

Inspection of the books and records
Minority shareholders also have the valuable right to inspect accounting books, records, and minutes of proceedings. Inspection of said information is provided if and only if the acquisition of such information is directed towards an end deemed reasonably related to the holder’s interest (Corp. C. 1601 (a)).

These are important rights for all shareholders to keep in mind. Indeed, these rights may not be limited by either the bylaws or articles. If a lawful demand for inspection is refused without justification, the superior court can intervene and compel the corporation to forfeit the requested information. In some cases, the courts have exercised their power to award complaining shareholders with reasonable expenses, including attorneys’ fees. (Corp. C. 1600 (b)).

Note: The information contained is not legal advice and does not establish an attorney-client relationship. Our contact information is included and we always offer a free consultation. For more information about MINORITY SHAREHOLDERS' RIGHTS, CORPORATE LAW and other areas of law, please visit http://www.adishianlaw.com/, contact us via email to mailto:info@adishianlaw.com or call us at 415.955.0888 or 310.726.0888. ALG intern Jonathan Tam contributed to this article. Copyright ALG, P.C. 2004.

European M&A: Financial Assistance Overview

2007-03-06T17:01:00.001-08:00

The leveraged buy out (LBO) and management buy out (MBO) are common tools of American businesses whereby an acquiring entity will purchase its target through a combination of debt and equity. No brilliance there right? The clever part, however, comes in where the target company (i.e. its assets) are given as collateral for the debt. In essence the target helps facilitate its own acquisition. This is accepted as normal in the U.S., presumably under the belief that it leads to the most efficient allocation of capital and assets.

Across the pond though, the UK market takes a dim view of such financial moves -- it is in fact unlawful for a company to assist in the acquisition of its own shares. This is commonly referred to as the "no financial assistance" rule. Assistance is defined generally as a guarantee, indemnity, gift or security provided to the acquiror. Aside from apparent common sense foundation that if you can't afford it on your own, you shouldn't buy it, this rule is primarily designed to protect creditors and the capital inside the target corporation. It is not a blanket prohibition however, and the UK provides for a "whitewash" test (what we would call a "safe harbor"). The "whitewash" rules will not be covered in this posting.

France and Germany similarly have rules against financial assistance for much the same policy reasons as the UK. France allows no whitewash, whereas German transactions can be structured generally to comply with the legal tests.

There remain open issues as to whether and how the emergence of the EU will standardize national corporate legal policies. For now, transactions within a country are controlled by that country's corporate legal structure. As shown here, Europe can be quite a different playing field that the U.S.

[Many thanks to Focus Europe Summit 2004, and Gibson, Dunn and Crutcher LLP for source materials on this topic.]

Note: The information contained is not legal advice and does not establish an attorney-client relationship. Our contact information is included and we always offer a free consultation. For more information about this topic and other areas of law, please visit http://www.AdishianLaw.com/, contact us via email to askalg@adishianlaw.com or call us at 415.955.0888 or 310.726.0888. Copyright ALG, P.C. 2004.

Adishian Law Group Newsletter (September 2006)

2006-09-21T13:08:00.000-07:00

(edited, originally published September 2006)

What's New at ALG?

We've added some more office space, and this past summer we were fortunate to have 4 stellar interns here at ALG --- two Loyola Law students, one college student on her way to law school and one high school graduate on his way to college up at Cal. Go Bears! Summer is now over and they've all gone back to school so we've got room for some new interns. We've been really fortunate to have some great interns since we opened. We give them a lot of responsibility, and we always enjoy when they check in to tell us about their successes out in the real world. If you or someone you know is interested in a legal internship, please send a resume and cover letter to
info@adishianlaw.com

We've also updated our website significantly to reflect our focus on Corporate, Employment and Real Estate law. Some of the changes include:

(1) A new RESULTS page, containing generalized descriptions of representive client work;
(2) A new RELATED SERVICES page containing useful weblinks and
(3) A new NEWS & EVENTS page which summarizes recent blog posting, law commentaries and other events.

We've retained the same easy to use "look and feel" while improving the content substantially. Visit when you have a chance.

Corporate Law Update

We continue to build our corporate clientele by representing entrepreneurs and start-ups, as well as leading privately-held for-profit corporations and non-profit corporations and associations. Representative recent client engagements include: (1) being retained as general counsel to a large franchise ownership association; (2) representing a principal in the formation of a new LLC servicing the hospitality industry; (3) advising real estate developer on leasing, operations and property management; (4) general counsel work for a software development firm.

It appears that movies, music, digital arts, etc. will be a growing area given our entrepreneurial focus, our clients and our practice locations. To see examples of some of our work in the arts & entertainment areas, please visit our RESULTS page.

We expect to have a busy 4th quarter with new and ongoing general counsel work, entity formations and capital raises. If you or your clients have an idea, and are ready to run with it, please contact us ataskalg@adishianlaw.com to schedule a free consultation.

Real Estate Law Update

We have a full service real estate practice. We represent buyers, sellers and developers in transactions, represent landlords and tenants in commercial and residential disputes and represent our clients in a variety of dispute resolution forums including mediation, arbitration and civil litigation.

In addition to our core real estate legal services, we are also able to provide additional real estate services as detailed below:

1) Full Service Real Estate Brokerage

2) Equity Based Lending: One of our clients is a leading, equity-based lender in California with their own capital pool. Should they decide to fund a loan, the transaction processing is straightforward and quick. Depending on the transaction, they will take a 1st, 2nd or 3rd position and will make loans that traditional lenders will not. This is a great resource for developers, for cash-out financings on assets with strong positive cash flow and for bridge financing.

If you have a real estate law question, are ready for your next real estate development, contact us ataskalg@adishianlaw.com for a free consultation.

Executive-Level Wrongful Termination Law Update

Representing highly compensated business professionals continues to be a core piece of our practice. Many of our clients are top performers in their chosen professions. We offer unique insights and perspectives to our clients while aggressively representing their interests to the fullest extent of the law.

To learn more about our Executive Level Wrongful Termination practice, please visit our revampedEmployment Law page.

If you or someone you know could benefit from our services, please contact us at askalg@adishianlaw.comfor a free consultation.

The ALG Difference

Our practice grows through relationships and referrals. Our points of differentiation are:

(1) We work for exceptional individuals, families and companies;
(2) We provide highly personalized, responsive service to our clients -- clients have twenty-four hour access to our attorneys and staff;
(3) We serve as "hub" or "point of presence", providing a single point of contact for all of clients' legal needs relating to the great state of California.
(4) We bring a trusted, proven network of resources;
(5) We are professionals, striving always to deliver the highest level of client service in a trusted, confidential manner;
(6) We provide direct attorney involvement on every client matter, supplemented as appropriate by staff;
(7) We operate efficiently by using the latest legal technology;
(8) We are international, advising overseas clients on inbound activities and advising California clients on outbound activities in foreign jurisdictions; and
(9) We generate creative solutions founded on our practical knowledge of what works and what does not

In short, we act quickly, and when you need us, we are on the ground with you....wherever you may need us. Simply pick up the phone.

The ALG Network and Related Services

We continue to add quality attorneys to our referral network, so even if your legal needs do not fall within our three core practice areas, your first call should still be to ALG. If we cannot help you directly, chances are we have a relationship with a quality attorney who can help.

ALG, P.C., can of course, assist you with much more than just pure legal matters, including:

Professional Introductions
Legal research
Company background checks
Individual background checks
Asset verification/debt collection
Conference room access
Real Estate Brokerage Services (coming soon)
Financial Consulting and Advisory services via http://www.lerventures.com/

Thank you for your support.

Regards,

ADISHIAN LAW GROUP, P.C.
Southern California
Pacific Corporate Towers
222 N. Sepulveda Blvd., Suite 2000
El Segundo, California 90245
P:
F: 866.350.0888

Northern California
One Market
Spear Tower, Suite 3600
San Francisco, California 94105
P: 415.955.0888
F: 866.350.0888
Web: http://www.AdishianLaw.com

Adishian Law Group Newsletter (March 2006)

2006-03-28T12:07:00.000-08:00

(Edited, Originally published March 2006)

What's New at ALG?

Wow! 2006 has started with a bang, as we continue to grow, and growth means change. We have updated our website to reflect our areas of practice and to provide even more free information to help educate companies and individuals as they evaluate their legal needs. We've retained the same popular "look and feel" while significantly improving the content. Visit when you have a chance.

Corporate Law Update

We continue to build our corporate clientele by representing entrepreneurs and start-ups, as well as leading privately-held for-profit corporations and non-profit corporations and associations. We've recently added another large privately held client and expect to have a busy second quarter with new and ongoing general counsel work, entity formations and capital raises. The M&A market continues to be strong, and there continues to be an over-supply of capital for entreprenuers with ideas in "hot" spaces such as wireless technologies and web-video tools.

Real Estate Law Update

Our real estate practice continues to grow with transactional work for buyers, sellers and developers, L-T disputes (commercial and residential) and buyer-seller dispute resolution via mediation, arbitration and litigation.

We are also proud to make two major announcements:

1) Real Estate Brokerage: ALG founder, Chris Adishian, has recently passed his California Real Estate Brokerage exam and we are in the process of completing the necessary filings to activate the license. When this is completed, we will be able to deliver even more value to our existing clients; and

2) Equity Based Lending: One of our clients is a leading, equity-based lender in California with their own capital pool. Should they decide to fund a loan, the transaction processing is straightforward and quick. Depending on the transaction, they will take a 1st, 2nd or 3rd position and will make loans that traditional lenders will not. This is a great resource for developers, for cash-out financings on assets with strong positive cash flow and for bridge financing.

To learn when the brokerage will be available to list properties or to get in contact the equity based lender, simply contact us at askalg@adishianlaw.com.

Executive-Level Wrongful Termination Law Update

There are two recent decisions that we believe may be very significant for Plaintiffs in wrongful termination actions, particularly gender-based claims. In Miller v. Department of Corrections, California Supreme Court, July 18, 2005, No. 114097, the court was faced with a fact pattern in which a prison warden promoted women who were having sex with him, but did not promote women who were not having sex with him. On those facts, the court held that the women who were NOT having sex with the warden, and were being denied promotions, had standing to sue for sexual harassment.

In Christopher v. National Education Association, 05 C.D.O.S. 799, the 9th Circuit reversed a lower court's dismissal of an action wherein a manager was accused of "shouting, screaming foul language, invading employees personal space, and making threatening gestures", and held that the manager may be sued for gender discrimination under Title VII of the 1964 Civil Rights Act. It does not take much of a logical leap to extend this same rationale to other well-settled protected classes.

When we look at these cases, in conjunction with the widely acknowledged truism that "Since 2000, California employment law has diverged from federal law even more dramatically with California law being more favorable to employees…" (Rutter, Employment Law), it begins to look very difficult for a Defendant to obtain summary judgment on a gender-related claim, even in Federal court, but even more difficult in the California court system.

The ALG Difference

Our practice grows through relationships and referrals. Our points of differentiation are:

(1) We work for exceptional individuals, families and companies;
(2) We provide highly personalized, responsive service to our clients -- clients have twenty-four hour access to our attorneys and staff;
(3) We serve as "hub" or "point of presence", providing a single point of contact for all of clients' legal needs relating to the great state of California. Our network becomes their network;
(4) We are professionals, striving always to deliver the highest level of client service in a trusted, confidential manner;
(5) We provide direct attorney involvement on every client matter, supplemented as appropriate by staff;
(6) We operate efficiently by using the latest legal technology;
(7) We are international, advising overseas clients on inbound activities and advising California clients on outbound activities in foreign jurisdictions; and
(8) We generate creative solutions founded on our practical knowledge of what works and what does not

In short, we act quickly, and when you need us, we are on the ground with you....wherever you may need us. Simply pick up the phone.

The ALG Network and Related Services

We continue to add quality attorneys to our referral network, so even if your legal needs do not fall within our three core practice areas, your first call should still be to ALG. If we cannot help you directly, chances are we have a relationship with a quality attorney who can help.

ALG, P.C., can of course, assist you with much more than just pure legal matters, including:

Professional Introductions
Legal research
Company background checks
Individual background checks
Asset verification/debt collection
Conference room access
Real Estate Brokerage Services (coming soon)
Financial Consulting and Advisory services via http://www.lerventures.com/

Thank you for your support.

Regards,

ADISHIAN LAW GROUP, P.C.
Southern California
Pacific Corporate Towers
222 N. Sepulveda Blvd., Suite 2000
El Segundo, California 90245
P: 310.726.0888
F: 866.350.0888

Northern California
One Market
Spear Tower, Suite 3600
San Francisco, California 94105
P: 415.955.0888
F: 866.350.0888
Web: http://www.AdishianLaw.com