Transactional Law

From the first term sheet for formation thru sale.

Corporate Governance

I form stock corporations, LLC and even general partnerships. I also advise founders on their agreement with co-founders, investors and lenders.

• small business finance and strategic planning
• multi-family real estate investors 
• investment and financial portfolio management
• custom furniture designers 
• writers and creatives
• encryption service providers
• system on a chip designers and ip licensors
• apparel designers and manufacturers
• food and beverage
• semi-conductor manufacturers
• apple accessories developers and distributors
• hand held device manufacturers
• consumer and business software

Investment and Financial

Businesses often need capital.  I can help you raise seed capital (via an angel), an institutional round or Series’ round, a partnership round (limited partners in a managed fund or syndicate investments) OR a debt (convertible, secured or unsecured).

Copyright Law

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Litigation

Occasionally, I take on litigation in Federal court or California State Court. Litigation was once the majority of my practice.

Strategy and Documents

I spend half of my time giving advice on strategy and direction and half of my time on documents. Sometimes i spend a week with a client identifying and interviewing prospective business partners here in the us or in japan. I aspire to be a part of “the client organization” when working with my clients.  Ultimately there is a document or series of documents to be reviewed, drafted, negotiated.

• Select and form the appropriate entity including “partnership” type entities (e.g. LLCs and LPs and actual partnerships) and C-corporations
• Change a client’s revenue stream (and margin) by analyzing their business plan and their customer engagement
• Improve their prospecting approach and close business (yup, not just lawyering)
• Review and negotiate partnership agreements to re-sell or market services
• Develop new form customer agreements and terms and conditions for everything from licensing software and content, hardware, technology to selling sophisticated services
• Analyze their (and their competitors’) soft-IP
• Improved client’s ability to get paid
• Reduce the risk of litigation in general and the damages in the event it occurs
• Negotiate marketing and advertising service agreements
• Review leases for large commercial buildings and small offices
• Identify and interview (for my client’s) all kinds of service providers to make, market, distribute and sell a wide-range of products and services
• Insurance analysis with a client (and their broker) to determine scope of coverage
• Identify and interview all kinds of third party vendors
• Develop and stress test business plans
• Write a private placement memo and business summary for investors and business partners
• Identify investors and form various entities and documentation to help client’s raise large sums of investments for their start-up and middle-market/established companies
• Write proposals to win business with the client
• Interview future C-suite employees with and for clients
• Act as a sounding board
• Prepare for a pitch
• Analyze a lawsuit or claims against a competitor in a wide-range of potential disputes
• Hire, fire, structure and negotiate compensation and severance
• Act as lead litigation counsel in state and federal court
• Identify, qualify and act as an inside business development team member in various industries here in US and in Japan

Now that you know how I can help you become more successful, let’s set up a consultation. Here’s how it works.

1. I will interview you, analyze your business challenges, and see if I can:
• help you diagnose some of your problems, and
• recommend a reasonable course that has the most immediate impact
2. If there is no conflict with an existing client (a potential issue in litigation matters) I will schedule an introduction call so we can ask each other questions.  All communication is confidential regardless of whether you request services or not. The initial conversation, which is typically about an hour,  is an opportunity to ask and hear about all of the concerns, questions, and issues as we get to know each other.   I believe this first visit, by phone or in person, is very important because when I take on a new client, we both take on financial risk.
3. If you and I agree to move forward, I will present you with an engagement letter, as the basis for our work together.  
4. If my engagement letter, including any retainer amount required, is acceptable, we will begin. I work on basis of hourly, flat or fixed fee, project fee, contingency and in some cases pro-bono and reduced rate.
5. If we both feel that there is a fit, we will confirm the basis for our engagement and move forward.
6. By the end of our first project (something you and I will clearly outline in our engagement letter), you must be confident that we’re on track to help you (if we haven’t done so already), or we’ll give you a full, prompt refund of 100% of the service fees you have paid us—no questions, no conditions, no small print.