Business

 

We provide our clients with business advice from formation all the way through succession planning, and, if necessary, through the merger or sale of the business.   We have extensive experience advising clients at the onset of a new venture, giving advice on the proper corporate structure and helping them set up the business.  We also provide ongoing advice and guidance for our business clients a variety of issues, often taking on the role of outside general counsel.  We help document and close business transactions, including merger and acquisition issues.

Our transaction and business planning advice is shaped by having litigated numerous business disputes, including disputes among and between owners, employees, competitors, and suppliers.  We assist business clients in matters such as shareholder and partner disputes, breach of employment agreements, unfair competition, interference with contract, trade dress infringement and unfair trade practices.  We also have extensive experience in representing shareholders in close corporations and members of limited liability companies in intercompany disputes.  We help clients understand their rights and remedies and obtain the full damages to which they are entitled.  Brent Summers, Steve Naito, and Alex Naito all have significant experience representing business clients in mediations, arbitrations, trials, and on appeal.  We have tried several business cases to conclusion in arbitration and in court, many over multiple days, and some involving appeal.  But although we are always prepared to litigate matters through to judgment, our paramount goal is always to obtain a favorable outcome for our clients, which is often achieved through settlement.

 

CLIENTS

  • Small business owners and managers
  • General contractors, subcontractors, and suppliers
  • Officers, directors and key employees
  • Minority/non-controlling shareholders
  • Family-owned businesses
  • Hospitality owners and developers
  • Government entities, including school districts

REPRESENTATIVE EXPERIENCE

  • Represented developer group in setting up and documenting corporate structure and ownership interest for complicated development project that include foreign investors using the EB-5 program.
  • Assisted with the due diligence and decision-making process involved in a possible merger of construction companies.
  • Assisted several business owers with the interpretation of the laws governing non compete agreements.  Also represented several employees, senior managers and minority stockholders with non competes.
  • Assisted numerous companies with business succession planning.
  • Represented minority shareholder during negotiations for sale of the company.  Obtained favorable purchase price for minority shares through a lucrative employment contract with purchaser.
  • Represented minority shareholder/employee in small software company in claims against majority shareholder for minority oppression and breach of employment agreement.    Also defended fraud claims against minority shareholder, which were dismissed on appeal. Represented group of minority shareholders in closely held real estate company in claims against controlling shareholders for minority oppression.  Obtained oppression verdict against majority shareholder, which was upheld on appeal.  Subsequently represented same minority shareholders, plus additional minority shareholders in second oppression actions and received another oppression verdict, which lead to successful division of company assets among shareholder groups.
  • Represented controlling shareholder of closely held corporation against claims of fraud, breach of fiduciary duties, and elder abuse by minority shareholder.  Orchestrated buy-out of minority shareholder and settlement including release of all claims.
  • Represented manufacturer against claims by international vendor for breach of exclusive dealings contract and trademark infringement.  Obtained dismissal of plaintiff’s claim of $100 million in damages.
  • Represented business in breach of contract claims against vendor for overbilling.  Litigated dispute through bench trial and on appeal.  Obtained a complete recovery on the client’s principal, plus prejudgment interest, attorney fees and expert costs.
  • Represented departing minority shareholders of a construction company in multiple mediations, resulting in favorable settlement.
  • Represented a Special Master rendering an accounting in dispute over the purchase and sale of a construction business.
  • Regularly represent manufacturers and distributors in litigation over their terms of sale, including timely delivery, conformity of goods, limited warranties and limited remedies.
  • Represented sellers of a business in indemnity litigation by buyer, resolved the matter through direct negotiation.
  • Represented sellers of a business in action by buyer for alleged breach of a convenant in the sales agreement, resovled the matter through direct negotiation.