Corporate Attorneys serving Los Angeles, Beverly Hills, Santa Monica and all of Southern California

eGenralCounsel is a law firm created by Los Angeles business attorney Bennett Yankowitz, serving startups, growing businesses, entrepreneurs and investors through offices in Beverly Hills, California. Mr. Yankowitz is a corporate and business attorney in Los Angeles with over 30 years’ experience serving business and corporate clients throughout California. He specializes in all types of business transactions.  In addition, through our affiliation wth Shumaker Mallory LLP, a highly respected Los Angeles law firm specializing in real estate development and investing, litigation and employment matters, we are able to provide sophisticated legal services to the California business community  in these areas as well.  Mr. Yankowitz, as well as the partners of Shumaker Mallory, are all former partners of major national law firms and bring the experience and sophistication of a national law practice to their clients, while charging a fraction of the fees of a large law firm.

Organizing and Structuring New Corporations, Partnerships and LLC’s

We help our clients select the most appropriate legal form for their businesses (corporation, S corporation, limited liability company, general or limited partnership, trust, etc.), as well as the appropriate jurisdiction for incorporating (California, Delaware or elsewhere).  We have extensive experience in drafting partnership agreements, LLC operating agreements and corporate shareholder agreements. We also provide a number of basic contracts and agreements required by the modern business, such as:

  • Employment agreements.
  • Consulting agreements.
  • Stock option plans, restricted stock, phantom stock and other incentive compensation arrangements.
  • Employee handbooks and policies.

Raising Capital

law libraryWe have extensive experience in all aspects of raising capital for businesses, representing both investors and companies, including:
Private placements of common and preferred stock, LLC units, convertible notes, warrants and other types of debt and equity securities (Regulation D/Rule 506).

  • Offerings to foreign investors (Regulation S).
  • Intra-state offerings (Rule 147).
  • Small company public offerings (Regulation A).
  • Equity crowdfunding (JOBS Act Title III).
  • Real estate syndications for a wide variety of projects.
  • IPOs and other public offerings.

We have particular expertise in equity crowdfunding under Title III of the JOBs Act, representing both funding portals and listed companies.  We maintain a sister website, crowdfundinglawyer.us, with more information on this topic.

Venture Capital

We have many years experience in the venture capital arena.  In addition, L.A. business lawyer Bennett Yankowitz is currently a partner in a fund management company that is the managing general partner of a venture capital “fund of funds.” We maintain a sister website, venturecapitalattorney.net, with more information on this topic. Our legal services in the VC area include:

  • Formation of venture capital funds, including private placement documents, partnership agreements and subscription agreements.
  • Representing investors in venture capital funds.
  • Representing both funds and portfolio companies in negotiating and documenting portfolio investments by VC funds.
  • Portfolio company operations, investment exits and liquidations.

Private Fund Formation and Operationslaw firm

In addition to venture capital funds, we have represented a number of fund sponsors and investors in other investment sectors, including:

  • Private real estate funds and investment partnerships.
  • Private and public REITS.
  • Oil and gas partnerships.
  • Private equity funds.
  • Hedge funds.

Our work includes:

  • Formation of the fund and negotiation and drafting of the governing documents (partnership agreements, LLC operating agreements).
  • Negotiation and drafting of general partnership/fund management documents and related consulting agreements, employments agreements and other contracts among the management group partners.
  • Private placement memoranda and subscription agreements.
  • Structuring and compliance under the broker-dealer laws, Investment Company Act, Investment Advisors Act, Dodd-Frank Act and state laws and regulations.
  • Regulatory compliance, administrative proceedings and enforcement litigation.

Mergers and Acquisitions

Over the years we have represented parties to a wide variety of M&A transactions, including:

  • Corporate acquisitions (stock for stock, cash for stock and other variations).
  • Asset purchases, including license transfers, bulk sales, and related matters.
  • Mergers, including forward and reverse subsidiary mergers and mergers of equals.
  • Reverse mergers and other alternative pubic offerings.
  • Proxy statements for M&A.
  • Cross-border M&A.
  • Tax-advantaged acquisitions by REITs of investment properties (UPREITS and DOWNREITS).
  • Partnership roll-ups.
  • Change of domicile transactions.

Public and Private Company Representation

We represent public and private companies in the U.S. in both general corporate matters and securities compliance, including:

  • Board meetings and corporate governance.
  • Shareholder disputes and control issues.
  • Annual and quarterly filings (10-K, 10-Q, annual meetings and proxy statements).
  • Restricted securities matters (Rule 144).

Real Estate Acquisitions, Syndications, Development Deals, Leasing and Debt and Equity Financing

Through our affiliated firm Shumaker Mallory, LLP, real estate and business lawyers in Los Angeles, we have one of the most sophisticated real estate law practices in Souther California, specializing in:
Representation of real estate developers in all types of development projects.

  • Representation of real estate investors and investment entities.Real Estate Investment Analysis
  • Buying and selling real estate.
  • Permitting, zoning and land use.
  • Environmental regulations.
  • Liquor license applications and transfers.
  • Real estate investment funds and REITS.
  • Representation of owners and tenants in all types of real estate leases.
  • Ground leases.
  • Representation of both lenders and borrowers in commercial mortgage transactions.
  • Real estate litigation.

Restaurant and Food Service Industry Specialization

We have one the most active practices in California representing owners, operators and investors in restaurants and companies in the food service industry. Our services include:

  • Acquisitions of existing restaurants.
  • Lease transfers.
  • Liquor license transfers.
  • Permitting for renovations and new build-outs.
  • Zoning, permitting, variances and conditional use permits for restaurants.
  • Real estate acquisition, permitting and construction for stand-alone restaurants.restaurant
  • Structuring investment LLCs and Partnerships.
  • Loan financing.
  • Organizing private restaurant investment funds.
  • Employee manuals, HR policies for restaurant staff, labor law issues.
  • Minimizing liability for employee conduct.
  • Food storage and handling regulations.
  • Minimizing liability for food-related injuries.
  • Minimizing liability from alcohol sales (sales to minors, sales to intoxicated persons)
  • Premises liability.
  • Insurance policy review.
  • Insurance claims and litigation.
  • Restaurant liability litigation.

Oil and Gas

Our lead L.A. business attorney Bennett Yankowitz has almost 10 years experience as the CEO of a private oil and gas development and production company in California.  Our firm has expertise in a wide variety of oil and gas transactions, including:

  • Purchase and sale of oil and gas properties.oil well at sunset
  • Oil and gas due diligence.
  • Title review and title issues.
  • Joint ventures.
  • Joint operating agreements.
  • Farm-in agreements.
  • Debt and equity financing.
  • Royalty financings.
  • Production payments.
  • Net profit participations.
  • Oil and gas partnerships.
  • Tax-advantaged investments structures (depletion, intangible drilling costs, etc.).

Our Philosophy

Our founder, Bennett Yankowitz, is a Los Angeles business lawyer with over 30 years’ experience as a corporate law partner in both major international law firms and small boutique law firms. Our law clients have ranged from entrepreneurs starting their first business to Fortune 100 companies involved in multi-billion dollar transactions. Many of our clients today are start-ups and fast growing companies and the investors, both individual and institutional, who finance them.

Business Lawyer in Los AngelesWe created eGenralCounsel as a web-based, cost-effective alternative for entrepreneurs, investors, growing companies and others who need sophisticated corporate and business law services but are tired of paying the exorbitant hourly fees of traditional law firms. We keep our fees down by drawing on our extensive network of independent attorneys and boutique law firms to meet the specialized need of each of our clients, and using web technology to maximize efficiencies. If you are looking for a highly qualified, cost-effective business attorney (L.A. and all of  Southern California), call or email us today to see how we may help you.

Testimonials

“Bennett Yankowitz was instrumental in the early formation of Impact Capital Advisors, LLC and its partner structure some 10+ years ago. Ben has not only represented my firm and me personally on many different occasions; he has become an invaluable mentor and guide assisting my firm’s continued successful growth and expansion into Europe and Africa. Ben’s diverse and extensive legal expertise is readily complimented by his real world experience of building and developing his own as well as his clients’ business enterprises. His very personalized proactive hands-on philosophy and approach is a refreshing differentiator from the traditional law firm business style. I heartily recommend Ben without hesitation.” David Dunlap, President, Impact Capital Advisors, LLC

Recent Posts

finders fees

California Legalizes Payment of Finders Fees

Payment of finders fees has long been a grey area of the law.  Because the receipt of a fee or commission on the sale of property is a key element in the definition of a broker, the widespread practice of paying finder’s fees to unlicensed persons has always had a whiff of  illegitimacy.  In the context of real estate transactions, some courts have made a distinction between a finder and a broker, holding that if a finder merely introduces the two parties to a transaction, and does not participate in the negotiations or structuring of the transaction, then the finder is not a broker and therefore does not need to be licensed. In the context of securities transactions, the Securities and Exchange Commission (SEC) and the state securities regulators have not always taken consistent positions, and the ability of an unlicensed finder who introduces an investor to receive a commission has not always been clear. In a 1991 no-action letter (Paul Anka, July 24, 1991), the SEC allowed a finders’ exception where the finder only supplies his contact list., or makes an introduction, but does not participate in the negotiations.  However, the scope of this position is unclear, where, say, the finder makes a regular business of introducing investors for a fee. California law was similarly uncertain, in that the definition of a securities “broker” covers any person “engaged in the business of effecting transactions in securities.”  Finders have usually taken the position that they do not “effect” transactions in securities if they merely make introductions, but the issue has never been definitively addressed b the courts. Starting January 1, 2016, California has a new statute which allows the payment of finders fees by businesses raising investment capital. A “finder” is defined as a natural person who, for direct or indirect compensation, introduces or refers one or more accredited investors, as that term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933 , to an issuer or an issuer to one or more accredited investors, solely for the purpose of a potential offer or sale of securities of the issuer in an issuer transaction in California.  The statute imposes a number of conditions: the finder must be a natural person, not an entity; the transaction must be a sale of securities by an issuer of the securities in California; the size of the transactions for which the finder is engaged must not exceed a purchase price of $15 million in the aggregate; the finder must not: (a) participate in negotiating any of the terms of the transaction, (b) advise any party regarding the value of the securities or the advisability of purchasing or selling in the securities; (c) conduct any due diligence for any party to the transaction; (d) sell any securities that are owned directly or indirectly by the finder; (e) receive possession or custody of any funds in the transaction; (f) participate in the transaction unless it is qualified by permit or exempt from qualification under California law; (g) make any disclosure to any... Read more →

crowdfunding

Equity Crowdfunding Goes Live!

After a long wait, the SEC’s equity crowdfunding rules went in effect today, May 16, 2016.  For the first time in the U.S., startups and other businesses can sell stock and other securities by listing on equity crowdfunding websites (known as “portals”). Unlike the popular crowdfunding sites such as Kickstarter and IndieGoGo, which do not allow the sale of stock or other securities, Crowdfunding portals must be registered with and licensed by the Securities and Exchange Commission (SEC) and the Financial Industry Regulatory Authority (FINRA), which treat them similar to securities broker-dealers. Earlier this year, the SEC and FINRA began taking applications from portals, and several have begun operations today, including StartEngine, WeFunder, CrowdBoarders, NextSteed and SeedInvest.  According to the SEC and industry sources, about 35 additional portal applications are in the pipeline. Crowdfunding is subject to a number of rules, most importantly limiting the amount of securities that may be purchased by investors based on their income and net worth.  A single company may raise up to $1 million in any 12-month period through equity crowdfunding. For further information, please see our sister site, where you can download our Infographic comparing equity crowdfunding to other means of raising capital. Read more →

Crowdfunding vs. Old Fashion Capital Raising

Infographic on Raising Capital Over the Internet

We are pleased to announce the publication by our sister site, crowdfundinglawyer.us, of a brand-new Infographic on Raising Capital on the Internet. There appears to be much confusion between the four major methods of raising capital for start-ups and growing business on the web: Private positioning web sites, easily accessible only by certified investors, Reg A+ offerings, Conventional crowdfunding, through sites such as kickstarter.com, and True equity crowdfunding, which becomes legal in the United States in May 2016. We hope that this infographic will assist in clearing up the differences. Further information can be found at this blog post. Read more →

FINRA equity crowdfunding rules approved by SEC

SEC Approves FINRA’s Equity Crowdfunding Rules; Portals may now Submit Applications

Registration now Open for Crowdfunding Portal Licenses Equity crowdfunding took a step closer to becoming a reality in the U.S. when on January 29, 2016 the Securities and Exchange Commission (SEC) approved the rules of the Financial Industry Regulatory Authority (FINRA) governing crowdfunding portals.  Starting that date, companies running equity crowdfunding web platforms may submit applications to the SEC and FINRA to become registered crowdfunding portals. The SEC’s final crowdfunding rules become effective on May 16, 2016, the date that registered portals may commence business. Our sister site has posted an article discussing the FINRA rules in detail, which may be accessed here. Read more →

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