ABOUT YOCCA BUSINESS SERVICES
The Yocca Law Firm works with clients on matters of varying size and complexity on virtually every aspect of business law or corporate law. The matters range from significant mergers and acquisitions, substantial offerings and funding, all the way to company formation and founders shares, and the Yocca Law Firm handles your matter, complex or not, with expertise and efficiency.
Nicholas J. Yocca has been dedicated to the practice of law and to the representation of businesses throughout the Southern California area for over 25 years. We are a full service business transaction firm with expertise in everything from general counsel services to mergers and acquisitions. Our firm strive to ensure an economical, timely, personal and effective response to the client’s needs.
When asked, I describe our lawyers and myself as various things, such as corporate attorney, business attorney, contract attorney, securities attorney, real estate attorney, transactional attorney and mergers and acquisitions attorney. What I find to be better than describing us as lawyers is to describe some of the things we can do as lawyers for our clients, and many of those things are listed on this page.
What happens if a shareholder dies or leaves your company?
Buy-sell agreements are a necessity for almost any small business and closely-held corporation. A buy-sell agreement ensures that your business continues to operate smoothly despite the death or disability of an owner. It is a contract between owners of a business which controls what happens in the event an owner leaves the company. A buy-sell agreement can be drafted as part of the company’s shareholder agreement or as a separate agreement.
The buy-sell agreement typically controls events triggering shareholder buyout, persons that may purchase the departing shareholder’s stock, the valuation of the departing shareholder’s stock and how to fund the buyout. Whether you want a buy-sell agreement that takes the form of a cross-purchase agreement or stock redemption agreement, The Yocca Law Firm draws on its extensive experience with California law to get your business what it needs.
Without a buy-sell agreement, problems may arise as the remaining owners attempt to agree on how to value the company. A buy-sell agreement sets out an agreed upon strike price in advance for the departing shareholder’s stock, creates a market for the business interest, and assures that the business will run, without interruption, for the remaining active owners, employees, customers and creditors.
CERTIFICATION OF ACCREDITED INVESTOR
If you invest in private companies or make angel investments, you will be asked to show that you are an accredited investor. Or else perhaps you are already being asked to prove that you satisfy personal income or net worth standards or even more complicated standards. You will be asked to show your tax returns or some other evidence. But there is a safe harbor that allows you to maintain complete privacy. Attorneys can certify this for you according to the SEC, and you do not need to share any information about your finances with anyone else. As attorneys, we follow professional rules of ethics. We do not disclose attorney-client confidential information. You can trust that your information will be private.
To protect your work effectively, you need a copyright. Whether you are located in Orange County, California or overseas, registering your copyright with the United States Copyright Office prevents others from using or distributing your work without your permission. Maybe you just want to know if someone else’s work is in the public domain or if your use of another’s work is fair use. The Yocca Law Firm understands copyright law and is experienced in securing, licensing, and litigating copyrights.
As an Employer You May Own Copyrights in the Works of Employees
In many cases, even works that your employees create on the job are considered “works made for hire.” You, and not your employee, own the copyright in works made for hire. The Yocca Law Firm can help protect whatever rights you may have in the works of your employees.
Many Works Are Subject to Copyright
The Yocca Law Firm can help you register, secure, and deal with copyrights in works of all kinds:
- Literary works
- Musical works
- Pictorial, graphic, and sculptural work
- Motion pictures
- Sound recordings
- Architectural works
- Computer software
- Derivative works and compilations
Although the large-scale transactions and major corporate mergers that we participate in often garner the most attention, corporate law comprises far more. Our practice includes a multitude of legal disciplines concerned with how a business organizes and conducts itself financially. Our attorneys advise clients in all stages of business, from advising startup companies in search of financing, to representing clients in transactions and ongoing capitalization efforts, to serving as counsel in ongoing corporate governance.
The Yocca Law Firm corporate attorneys have broad experience in all areas of corporate law, including:
- Commercial lending and institutional finance
- Corporate counseling
- Intellectual property and technology
- Mergers, acquisitions, dispositions and joint ventures
- Non-performing loans
- Private equity
- Regulatory compliance
- Securities finance and capital markets
CORPORATE GOVERNANCE AND BOARD COUNSELING
The Yocca Law Firm provides extensive expertise on governance issues and regularly advises boards of directors and executives on corporate governance and related matters. Whether your company is a multinational publicly held company or small business, The Yocca Law Firm understands the complexities of corporation laws and federal and state securities laws and regulations and can assist your officers and directors in making decisions in a way which complies with the law. Our background includes the listing rules for companies that trade on the NYSE, NASDAQ, AMEX, OTCBB, or on the pink sheets, and we advise on Sarbanes-Oxley compliance and Dodd-Frank compliance.
- Change-of-control duties and procedures
- Charters, ethics policies, and “best practices” of boards and committees
- Composition and operation of boards of directors
- Composition and operation of committees, including audit, compensation, governance, and nominating committees.
- Disclosure and transparency requirements
- Executive compensation
- Fiduciary duties of directors involving transactions, financings, equity offerings, and other matters occurring outside the ordinary course of business
- Interests of other stakeholders
- Internal and External auditors
- Issues regarding the preparation of financial statements
- Rights and equitable treatment of shareholders
- Role and responsibilities of the board
- Special committees in corporate transactions involving insiders and affiliates
- Special investigations
The definition of E-commerce or E-business is doing business on the Internet. The Yocca Law Firm advises its clients on all aspects of structuring their e-commerce transactions and implementing marketplaces for their products and services. The Yocca Law Firm lawyers have assisted our clients with various aspects of e-commerce transactions, including:
- Rights to, and protection, of domain names
- Protection of intellectual property, such as trademarks and copyrights.
- Software patent drafting and prosecution.
- Privacy policies.
- Effective trade secret protection programs.
- Taxation issues related to e-commerce.
- Marketing on the Internet.
- Exchange participation agreements.
- Advertising and affiliate programs.
- Internet strategic alliances.
- EDI agreements.
The Yocca Law Firm e-Business attorneys advise our clients engaged in Internet commercial transactions on various applicable regulatory and compliance issues. The Yocca Law Firm lawyers have strong expertise with the ever-changing regulatory framework affecting business on the Internet, including:
- COPPA (Children’s Online Privacy Protection Act).
- Can-Spam Act Of 2003.
- GLB (Gramm-Leach-Bliley Act).
- UCITA (Uniform Computer Information Transactions Act).
- UETA (Uniform Electronic Transactions Act).
- E-Sign (Electronic Signatures In Global And National Commerce Act).
- DMCA (Digital Millennium Copyright Act).
- Telemarketing Sales Rules.
- Dot Com Disclosures (Federal Trade Commission guidelines for online advertising)
- Digital Millennium Copyright Act
Every e-business has a website, and regulations that pertain specifically to the Internet, e-commerce and e-business are significant for every website owner.
The Yocca Law Firm successfully navigates employers through the complexities of federal ERISA, labor, tax, and securities laws and regulations. As a boutique law firm located in Southern California, The Yocca Law Firm is especially well-suited to the needs of California employers dealing with California laws that pertain to the compensation of their employees.
The Yocca Law Firm has extensive experience in executive compensation issues as well as handling issues arising from mergers and acquisitions, reductions in force, the investment of plan assets, employee communications, and the drafting of plan summaries and prospectuses.
The Yocca Law Firm can advise your business on matters related to all of your employee benefit needs:
- Defined benefit pension plans
- Employee stock ownership plans (ESOPs)
- Equity Incentives
- Fiduciary duties of plan providers
- Funding mechanisms for insurance plans (e.g. health plans, disability plans, and group life plans)
- Non-qualified deferred compensation plans
- Non-statutory stock options
- Pension and profit-sharing plans
- Plan administration
- Profit-sharing plans
- Stock bonus plans
- Stock Options
You most likely hold the title of CEO, COO, CFO , VP or Director. You may be in a Fortune 500™ company or a dotcom start-up. You are probably in transition and have been presented with an employment agreement or severance package. Or, you may just be reviewing your current options. You’re concerned that if you don’t make wise choices, your professional and financial future may be in jeopardy. You need advice. You need direction. You need peace of mind. You need answers immediately.
Why do you need an executive law attorney?
In today’s evolving business climate, executives are advancing their careers more rapidly and earning more than ever before. Unlike the pattern just a decade ago, the future of your career can’t depend on climbing the corporate ladder within one organization. To maximize success, you have to make moves! In fact, you’ll probably transition from one organization to another more than five times before you retire. Each time you do, your future is at stake.
Your employer hired an attorney – shouldn’t you?
Employers are smarter than ever when it comes to negotiating compensation. After all, isn’t their primary business objective based upon lowering the “bottom line?” Whether you’re entering or exiting, your employer probably has an attorney in the background to be sure that the terms of your deal are negotiated in its favor. You need to even the odds.
Why choose The Yocca Law Firm LLP?
- We know how employers think because we have represented them.
- We recognize the immediacy of your matter and provide our services professionally and efficiently.
- The cost of our services is remarkably low compared to the value of the results that may be achieved.
The Yocca Law Firm LLP serves executives in five principal situations:
- The Separating Executive
- The About-To-Be Employed Executive
- The Executive Facing Career Challenges
- The Executive in Planning
- The Executive in Litigation
Personalized, Professional and Confidential Service
We don’t offer canned solutions! Our client services administrators and experienced attorneys understand that your situation is unique and will guide you every step of the way with individualized solutions. We meet our client’s needs personally, professionally and confidentially, one executive at a time.
FORMATION OF ENTITY
The Yocca Law Firm provides legal services to assist clients in business startups, formations, restructuring, partnerships and organizations. We take a comprehensive approach to structuring a business entity. We also protect clients by identifying potential pitfalls to avoid problems in the future.
Experience in Business Formation
Our firm’s attorneys can help you structure your business with your goals in mind. We offer experienced counsel to clients exploring entities such as:
- Limited liability companies (LLC)
- S corporations
- C corporations
- Limited liability partnerships (LLP)
- General partnerships
- Non-profit corporations — 501(c)(3)
- Construction contractors and subcontractors
- Real estate brokerages and investment firms
- Real estate entities
We have significant experience in business formation. We use that experience in guiding clients to the right entity and structure. We cover everything you need to think about: ownership, management, profit sharing, tax implications and personal liability. We also advise clients on appropriate insurance coverage, licensing, employment contracts and reporting requirements.
Your Business Deserves a Strong Start
“Incorporation-in-a-box” cannot meet your specific needs and may not put you on solid legal footing. At The Yocca Law Firm, we carefully draft the operating agreement, shareholder agreement or partnership agreement to tailor it to your unique operation. Whether you want to form an LLC, convert from profit to non-profit or restructure to take on new partners, our business law experience is a cost-effective advantage.
Our extensive experience in fund formation includes working with foreign entities on fund creation for investing in the US, as well as formation of funds specializing in life sciences and technology investing worldwide. Specific considerations include:
- Formation and Operating Agreements
- Creation of Blocker Entities when needed and appropriate
- Creation of Private Placement Memorandum and other associated instruments and counsel on investor recruitment
- Creation of Subscription Agreement
- Optimizing tax and securities structuring including creation of entities to enable both foreign and domestic investment
The following is a sample list of recent projects and clients that we have worked on that are relevant to forming your fund and representing the fund in the future. To protect client confidentiality specific names have been omitted.
- Formation of film production fund.
- Representation of General Partners in creation of a real estate debt fund in Southern California.
- Formation of numerous limited partnership and limited liability company investment funds.
- Assist in formation of Hedge Fund for a money manager.
GENERAL COUNSEL SERVICES
We offer outside general counsel services to our clients who do not have in-house lawyers. Our general counsel services focus on the following core services required by entrepreneurial clients:
- Corporate governance
- Venture capital; equity and debt financings
- Distribution models, including licensing, OEM and VAR arrangements, development and manufacturing agreements, and other similar agreements related to direct and indirect product development, selling and distribution
- Mergers and acquisitions
- Strategic transactions
- Executive compensation, including option plans and restricted stock agreements
- Employment matters generally, including hiring, retention and termination
- Ordinary course contracting
Like good in-house counsel, we work with each client to understand its business model and industry in order to provide customized service targeting each client’s unique needs and available resources.
An important additional feature of The Yocca Law Firm’s general counsel services is our ability to draw on our extensive, established network of outside legal specialists to assist our clients in key areas where deep knowledge of particular subspecialties may be required. Key examples are our relationships with specialists in international law, patent prosecution in a wide variety of technical fields and complex tax and ERISA matters.
We coordinate with these specialists and the client on a case by case basis to manage projects in the manner each client prefers. In multi-disciplinary projects, such as M&A transactions or international technology licensing and distribution, these specialists most often work as part of our team. From the client’s point of view in these situations, the specialist’s role is transparent – we manage the project and integrate the specialist’s advice and work product in the overall service the client receives. In other situations where discrete specialty help is needed, we assist clients in identifying and retaining a qualified specialist from our network of relationships. In these circumstances, clients may choose to have us manage the specialty projects as part of its general counsel services or they may choose to manage projects themselves, as they wish. In all cases, access to our network of legal specialty firms is available to our clients.
The Yocca Law Firm realizes that the protection of intellectual property rights is crucially important. Our Intellectual Property practice includes:
- Client Counseling and Due Diligence
- Trademark and Copyright Protection
- Trade Secrets
- Patent Protection in association with specialists in the relevant fields
- Patent, Trademark, Copyright and Trade Secret Licensing
Internet law is constantly evolving. The Yocca Law Firm has extensive experience dealing with internet-related legal issues. Whether you just want legal advice regarding a new website, or need help negotiating contracts for outsourcing, software licensing, protecting trade secrets, or marketing and distribution, The Yocca Law Firm can help.
- Computer hardware and software
- Computer service agreements
- Domain name registration
- Electronic contracting
- Electronic security
- General E-commerce
- GNU Licensing
- Government system acquisitions
- Online Copyrights
- Patents and trademarks
- Privacy issues
- Shrinkwrap and clickwrap agreements
- Software and business method patents
- Trade secrets
LIMITED LIABILITY COMPANIES
You want to start a business in California, but you don’t want all of your personal assets to be at stake if you get sued. Forming a California limited liability company, or LLC, will allow you to do business without
Limited liability companies, or LLCs, have become very popular because they combine the personal liability protection of a corporation with the tax benefits and simplicity of a partnership. In addition, they’re more flexible and require less on-going paperwork than corporations. We can help you quickly and easily set up a new LLC, or convert an existing business into an LLC.
If there are few or no employees in the business, the LLC is generally preferred over the corporation. However, any business requiring a professional license, such as a real estate broker, medical doctor, or general contractor, may not be organized as an LLC under California law. These professions however, may utilize the corporation. In many cases, a subchapter S-corporation, which receives pass-through tax treatment, is preferred over a C-corporation.
LLC FORMATION INCLUDES:
- Attorney Consultation
- Preliminary Name Search and Reservation
- Preparation and Filing of Articles of Organization
- Custom Operating Agreement (Operating Agreement Required Under CA Law)
- Preparation and Filing of Statement of Information
- Acquisition of Federal Taxpayer ID Number (EIN)
- Drafting of Quitclaim or Grant Deed (To Transfer Your Property into the LLC)
- Executive LLC Binder
- Ownership Certificates
- Corporate (LLC) Seal
LOANS AND BORROWING
MERGERS AND ACQUISITIONS
Get Legal Help before Making a Private Offering
Company owners seeking financing arrangements may wish to undertake a private securities offering. All of the following are considered advantages of offering securities through private placements:
a. the offering can be made in a relatively short period of time;
b. the offering is exempt from registration with the SEC; and
c. the offering is not required to comply with ongoing reporting provisions of federal securities laws.
When investors in a private offering are offered your securities, you need to make certain that the offer is made in compliance with the applicable securities laws. Even though you may be disclosing all necessary and relevant information to investors, you may need to conduct the offering in accordance with the applicable requirements, including with respect to filing and, if successful, qualifying for exemptions from such requirements. It is important that you get sound legal advice about your private offering. Before you start soliciting investments from shareholders, we can help the most.
Legal Services for Issuers of Private Offerings
The Yocca Law Firm LLP represents issuers and advises them on securities offerings to raise private equity for their business ventures. Most frequently, these private offerings are structured to be exempt from SEC registration requirements and State “Blue Sky” qualification requirements. We can provide advice about which exemptions are the best.
Services for Individual Investors in Private Offerings
Before you invest in private securities, you should try to do the best you can about knowing what you’re buying. We can read through documents that have been prepared by the stock promoter to advise you on what the language says in print, and what it means between the lines.
Extensive Experience On All Sides of Private Securities Issues
Our attorneys have worked with corporations, partnerships, limited liability companies and other companies seeking outside investors. We can help when you raise capital that you need.
From our offices in Orange County, California, we work with business clients and investors in communities throughout Southern California and the surrounding areas.
Whether you are a startup company seeking private investors, an individual considering an investment in securities, or think you might become involved in complex litigation regarding a private securities offering, make sure that you tell your story to experienced representation that advocates on your side on the legal issues.
Registration Statements and Initial Public Offerings (IPO’s)
For Initial Public Offerings (IPO’s) we perform due diligence, draft Registration Statements and Prospectuses and communicate with the Securities and Exchange Commission (SEC) until all outstanding comments are satisfied. The firm provides “corporate conversion” services and assists privately-held companies evolve into compliant public companies. Our firm establishes operating practices and procedures, codes of ethics, and filings necessary to satisfy compliance and reporting requirements of the Sarbanes Oxley Act and the Securities Exchange Act of 1934.
Our firm works with auditors; assists with establishing transfer agent relationships; prepares and reviews underwriting agreements; communicates with FINRA; and prepares Registration Statements and prospectus. Of course, we also communicate directly with the SEC.
Initial Public Offerings (IPO’s)
Initial Public Offerings (IPO’s) have come under increased scrutiny by regulatory bodies and the investment public in recent years. It is now more important than ever before to make every possible effort that all offering documents and disclosures are properly drafted. There is simply no margin for error.
The infusion of capital from a well-received IPO can provide growth companies with funds needed to expand into emerging markets, hire additional staff as well as strengthen research and development. The first step though is securing the services of a securities law firm or SEC attorney experienced in drafting Registration Statements and communicating with the Securities and Exchange Commission (SEC).
What is a Security?
Technically speaking, the term “security” means any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security, certificate of deposit, or group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “security”, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing.
The Securities Act of 1933
The Securities Act of 1933 requires mandatory registration by businesses seeking to sell securities in their companies. The purpose of this securities law is to guarantee that securities cannot be issued to the general public without first satisfying thorough due diligence and disclosure exercises. In general terms, a security is defined by the Securities and Exchange Commission (SEC) as any investment instrument that is a fractional and undivided interest such as a note, stock, bond, or debenture. Basically, if parts of a whole are sold to multiple investors for the purpose of speculation, these parts are classified as securities.
Legal Counsel is Retained
It is advisable that legal counsel be retained by the issuing company before they even begin to seek out the services of auditors or a managing underwriter. The IPO process is difficult and expensive enough without having to repeat steps that were executed incorrectly or missing critical steps entirely. Experienced legal counsel acts as the IPO guide, assisting the issuing company to save time and money by drafting mandatory filings correctly. Counsel must also effectively communicate with the SEC throughout the underwriting process to confirm due diligence and compliance requirements are satisfied.
A Managing Underwriter is Selected
A managing underwriter or investment banking firm is then selected that will spearhead the offering. This is a highly critical stage of the process so it is necessary to complete a thorough due diligence on the prospective underwriter or investment banking firm. It is also highly advisable to review the performance of the underwriter’s previous offerings when considering their participation.
Offering Structure is Established
Initial Public Offerings can be made up of stock, warrants or a combination of both. A warrant is otherwise known as a convertible security and, when offered in conjunction with shares of stock, is referred to as a “unit”.
When deciding upon the IPO structure the primary consideration is the number of shares offered versus the offering price per share. The general industry rule of thumb is that a minimum of 1,000,000 shares is preferred in order to produce a public float large enough to satisfy wide distribution and support a liquid aftermarket.
Price is Set
The issuing price of the stock is based on a variety of factors including:
- Book value (net assets divided by outstanding shares)
- The trading price of stocks for comparable businesses
- What the market will bear
- Price paid by previous investors and/or shareholders
Listing requirements vary greatly from one exchange to another.
The Over the Counter Market (OTC) which includes both the Bulletin Board and Pink Sheets, does not have requirements as to the number of shareholders, price per share or asset value of the company to be listed.
If an issuer intends to have their stock listed on the NASDAQ or the American Stock Exchange (AMEX) then specific price levels must be set and maintained. If the price of a security drops below a mandatory price threshold for a specified period of time, it will be delisted and then relisted on a lesser exchange such as the OTC Bulletin Board or Pink Sheets. In addition to share price, exchanges take into consideration aggregate market value of the offering.
Legal Counsel Drafts the Registration Statement
Legal counsel then works with auditors who create audited financial statements. Counsel also drafts the Registration Statement, the document that discloses the financial condition of the issuing company and all details of the offering structure to the SEC. The Registration statement also contains the intended use of the equity to be raised as well as material transactions with insiders.
The first half of the Registration Statement is the prospectus, the disclosure document read by potential investors to allow them to perform their own due diligence prior to participating. The second half consists of additional information which is available to the public on the SEC website and EDGAR system.
Corporate Counsel Communicates with the SEC
Once the Registration Statement is filed with the Securities and Exchange Commission (SEC), revisions are requested and details of the offering must then be redisclosed or clarified. Comments are issued by SEC staff and any deficiencies in the Registration Statement are corrected until the document is approved.
The communication process between the SEC and corporate counsel is vital to the timely completion of the IPO. If handled incorrectly the offering can be delayed for months.
Legal & Compliance Understands the IPO Process
Our securities attorneys understand the importance of your offering and make every possible effort to complete your IPO in a timely and cost-effective manner. Our goal is to save time by satisfying disclosure and registration requirements as early on as possible in the IPO process. Time saved is time that can be dedicated towards building a more productive company.
We also complete all forms of Registration Statements for secondary offerings including; S-1; S-4 (merger); or S-8 (employee stock option plans) Registrations Statements. Essentially, these are the same documents prepared in coordination with Initial Public Offerings (IPO’s).
Our real estate attorneys provide innovative and effective solutions to the full range of real estate issues facing our clients. We understand and respond to our clients’ need to receive prompt, cost-effective, practical advice. We serve not only the real estate development and investment community, but also handle the corporate facilities and other real estate needs of our entrepreneurial and traditional business clients. The firm’s real estate practice provides service in the following areas: traditional real estate transactions, corporate real estate, real estate finance and investment, environmental, and real estate litigation.
Traditional Real Estate Transactions
Our traditional real estate practice involves the representation of retail, industrial, office and residential developers, landlords and tenants in all aspects of real property acquisition, financing, development, construction, leasing, management, syndication, exchange, and disposition. The firm has developed specialized expertise in matters related to shopping center development, including site acquisition, disposition, regulatory approvals, joint ventures, finance, leasing, operations, reciprocal access and easement agreements, CC&Rs, and tenant disputes.
Corporate Real Estate
We understand the importance of meeting the demanding and time-sensitive real estate needs of businesses, including those that are expanding, consolidating, relocating, merging, or being acquired. Our attorneys assist these companies with their real estate law needs, providing legal oversight in such matters as leasing, property acquisition, financings, letters of credit, partnerships, limited liability companies, public offerings, and mergers and acquisitions. We can identify and manage the real estate needs of companies throughout their life cycle, from start-up to public company.
We represent lenders or borrowers in real property secured lending, including construction and permanent financing, loan participations, securitized debt, loan assumptions, workouts, foreclosures, and receiverships.
Our practice includes in environmental compliance, litigation and risk management, including issues arising in real property transfers, business acquisitions, facility operations and land development. We assist our clients in complex issues relating to environmental impact assessment and reporting, air quality, water quality and conservation, hazardous waste management, and hazardous substance remediation. Our real estate and environmental attorneys works with the firm’s real estate litigation group to handle matters involving federal and state environmental laws, insurance coverage disputes, prosecution and defense of environmental clean-up suits, and related matters.
Representation of public companies generally includes compliance with the offering rules, regulations and exemptions contained in the Securities Act of 1933, as amended; reporting requirements of the Securities Exchange Act of 1934, as amended; state corporate and securities laws compliance; and compliance with the rules for quotation in the over the counter market including pinksheets.com and the over the counter bulletin board.
Our areas of representation under the Securities Act of 1933, as amended, include, but are not limited to–
- The preparation of initial public offering documents such as an S-1 registration statement and subsequent filing and clearing of such registration statement with the SEC
- Assistance with the preparation and clearance of a 15c2-11 application with FINRA (through a market maker);
- The preparation and filing of short form registration statements under Regulation A and subsequent filing and clearing of such registration statement with the SEC;
- The preparation and filing of state registration statements under Rule 504 and subsequent filing and clearing of such registration statement with the subject state;
- The preparation and filing of multi-state small offerings pursuant to SCOR and subsequent clearing of such offerings;
- The preparation of offering documents under a securities registration exemption such as Regulation D or Section 4(2);
- State blue sky compliance for both public and private offerings; and
- Advise and consult and preparation of opinion letters relating to the Rule 144 and Rule 144A safe harbors for selling unregistered securities.
In particular, areas of representation under the Securities Act of 1934, as amended, include, but are not limited to–
- Assistance with the preparation and filing of annual, quarterly and periodic filings including forms 10-K, 10-Q and 8-K;
- Assistance with officer and director filing requirements including Forms 3, 4 and 5 under Section 16 and Forms 13D and 13G under Section 13;
- Preparation of employee stock option plans and S-8 registration statements;
- Preparation of and assistance with completing the proxy rule requirements, including a 14A notice of special or annual meeting and 14C Information statement;
- Regulation FD compliance regarding information to the public and corporate communications;
- Preparation of S-4 registration statements in relation to mergers and acquisitions; and
- Advise and consult regarding insider trading rules.
SELLING A BUSINESS
Experienced Legal Service for Buying and Selling Businesses in California
Purchasing or selling the assets or shares of stock in a business can be an exciting event, but is also an event that can have significant implications on your financial future. Both buyers and sellers must be careful to protect their interests and rights in any transaction, and need the counsel and representation of an experienced business lawyer to guide them through the transaction in a proper way.
At The Yocca Law Firm LLP, our attorneys have experience representing clients in a wide range of business law matters, including business formation and the buying and selling of businesses in Southern California and the surrounding communities of California. We will review all aspects of your transaction to ensure that your interests are protected and that you are getting what you expect out of the purchase or sale.
Considerations in Business Purchases and Sales
From the initial stage of your business transaction to the final closing, there are many aspects of the transaction to consider in order to protect your financial interests. These include:
- Proper valuation of the business and its inventory
- Real estate and inventory liens
- Employment taxes
- Franchise and non-compete agreements in place
- Financial statements and other important documents
- Proper drafting of contracts and other documents needed for the transaction
- Structuring the sale as an asset purchase or stock purchase
Our lawyers at The Yocca Law Firm, are able to help you answer these questions and understand the other issues that may arise during your transaction. We work closely with CPAs in business valuation to ensure that our clients’ financial concerns are met.
If you are thinking about buying or selling your business, you should not simply rely on a broker to facilitate the purchase. Only an experienced lawyer can anticipate and resolve all of the various issues that may arise in the transaction.
Many of our clients are startups or emerging-growth companies and thus cannot afford to employ inhouse legal staff to handle their general corporate matters. Accordingly, they will retain us to act as their “outsourced inhouse counsel.” This arrangement has three principal benefits: (i) we develop an in-depth familiarity with our clients’ business, culture and legal needs; (ii) we maintain a long-term relationship, which facilitates efficiency of service (with no additional employee headcount); and (iii) we become an integral part of our clients’ management team. The specific general corporate services we provide include:
- Formation of entities, including corporations, limited liability companies, partnerships and business trusts (and preparation of related documentation)
- Founders’ Agreements, Shareholders’ Agreements, Partnership Agreements, Limited Liability Company Operating Agreements and Buy/Sell Agreements
- Employment and Consulting Agreements
- Confidentiality and Inventions Assignment Agreements
- Commercial Contracts negotiation and drafting, including partnering agreements, services agreements, vendor/supplier agreements and OEM agreements
- Structuring of equity ownership, including vesting issues
- Corporate governance, Board of Director matters and voting agreements
- Equity and non-equity based incentive compensation and option plans
- Bank documents and agreements
- Dissolutions and liquidations
As our clients grow, they must protect and commercialize their proprietary technology and intellectual property rights. We work closely with The Yocca Law Firm’s Intellectual Property Group to guide our clients through the complex process of structuring, negotiating, and documenting transactions for the exploitation of technology and intellectual property. We protect our clients’ interests through our extensive expertise in:
- Domestic and international licensing agreements that govern publishing, distribution, and marketing rights
- OEM and other distribution and manufacturing agreements
- Agreements for the acquisition and development of intellectual property through joint ventures and strategic partnerships
- Development, manufacturing, and commercialization agreements
- Internet law
- Open source development and distribution
- Medical device manufacturing agreements
- Patent and technology licenses
- Sourcing arrangements, including off-shoring and knowledge, and business process outsourcing
- Technology procurement; and
- Software licensing
The technology transactions practice area constitutes a key component of the Yocca brand. We work with clients in industries ranging from ophthalmic medical devices to new media, to ceramics and firearms; and from the latest technological or medical advancement from a leading university to the trademark of a favorite restaurant. We work in hardware, software, semiconductor, medical devices, telecommunications, financial services, gaming, and the Internet.
UNIFORM COMMERCIAL CODE
When it comes to business, the law of the land is the Uniform Commercial Code (UCC). Every state in the U.S. except Louisiana has adopted the UCC to govern business and commercial transactions.
Why It Was Developed
- to standardize buying and selling of goods
- to facilitate interstate and international transactions.
The UCC covers the following topics:
Article 1. General Provisions
Article 2. Sales
Article 2A. Leases
Article 3. Negotiable Instruments
Article 4. Bank Deposit
Article 4A. Funds Transfers
Article 5. Letters of Credit
Article 7. Warehouse Receipts, Bills of Lading and Other Documents of Title
Article 8. Investment Securities
Article 9. Secured Transactions
WAGE AND HOUR
With the recent explosion of multiple plaintiff and class action lawsuits under federal and state laws, wage and hour law has become a top issue for employers. The attorneys of The Yocca Law Firm’s employment group help employers navigate the complex laws governing hours of work and payment of wages, minimizing the cost of legal compliance and, if necessary, defending employers in administrative and judicial proceedings.
We assist employers with the creation and administration of practices regarding entitlement to and calculation of overtime or other premium pay, payment of vacation and sick pay, and record keeping, so that these policies comply with wage-hour and paid time off requirements.
Specifically, our attorneys work with companies on:
- Developing, reviewing, revising, and auditing wage and compensation policies
- Assisting with proper classification of exempt, nonexempt, and independent contract workers
- Structuring commissions, bonuses, incentive payments, and other compensation programs
- Reviewing overtime pay calculations
WILLS AND TRUSTS
Do you want to avoid probate? Do you want to leave your assets to your children, but pay as little tax as possible? If so, you need an estate plan. Everyone wants to control how their assets are distributed. And whether you need a simple will or more complex estate planning that involves multiple trusts, The Yocca Law Firm can help you with a plan that complies with California law. We can assist you in the following areas:
- Asset protection planning
- Business continuation/buy-sell agreements
- Charitable trusts
- Disclaimer trusts
- Estate planning
- Family “living” trusts
- Family partnerships
- Gifting programs
- Grantor retained income trusts
- Health care powers of attorney
- Insurance trusts
- Irrevocable life insurance trusts
- Litigation involving will contests and the rights of beneficiaries
- Living wills
- Post-mortem tax planning
- Powers of attorney
- Prenuptial agreements
- Private foundations
- Probate estate administration
- Property powers of attorney
- QTIP trusts
- Residential trusts
- Revocable trusts
- Special needs trust