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
We 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 Operations
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.
- 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.
- 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 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.
We 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.