Foster Walsh, LLP provides formation
services for professional practices, corporations,
limited liability companies (LLC), partnerships, and sole proprietorships. When
you are ready to form a business entity, we will
meet with you to explore and evaluate the benefits and costs of
different business forms and will help you select which entity
is best suited to you and to your business venture.
In addition, Foster Walsh, LLP will assist
in corporate and LLC maintenance, as well as providing
assistance with regard to various governmental reporting
requirements as the need may arise. Many of our business
clients take the opportunity to meet with an attorney from
Foster Walsh to review business plans and activities that
have occurred over the course of the year at the time of
the annual meeting.
We prepare annual minutes, and resolutions
and assist with restructuring ownership with the addition
or retention of owners.
In addition, we regularly prepare
buy-sell agreements by which owners may set the value
of their interests and prepare in advance for the purchase
of their individual interest upon death, disability,
or retirement.
We also offer assistance with nonqualified employee stock
option plans and stock bonus plans.
When your business requires contracts, bills
of lading, licenses, leases, employment agreements,
or other written contracts for future or pending transactions,
Foster Walsh, LLP is experienced and prepared to respond quickly
and to provide you "plain
English," straightforward agreements. We endeavor to
provide you with agreements which fairly reflect "your deal" and
are not designed to invite negotiations or make more
of a transaction than is necessary.
We also frequently invite our business clients to discuss
significant transactions before they begin negotiating to
offer alternatives and insights which the client may not
have considered.
While a handshake and a verbal agreement
may have been sufficient in the past, today’s business commitment
requires written agreements to avoid confusion, misunderstandings,
or one party’s taking advantage of the other. From
our perspective, the written agreements don’t need
to be long, filled with legal jargon, or overly complex. We
endeavor to keep the contracts we prepare business-friendly
and clear to meet the client’s objectives. We
believe the parties to a business contract should be
able to understand and to use the contract as a business
tool without having to consult with counsel or to guess
at what a term really means.
Foster Walsh, LLP provides the opportunities
for businesses to enlist the assistance of counsel
in planning and developing strategies for growth and expansion. Conversely,
when the need is to reduce staff or decrease operations,
Foster Walsh attorneys are again available to assist the business
owner in setting priorities, evaluating risks, and
engaging in processes to minimize costs.
Foster Walsh attorneys have great
experience in working with privately held businesses
and frequently will have perspectives and alternatives
not readily apparent to the business owner associated
with significant changes in operations.
Foster Walsh, LLP regularly serves
as counsel to businesses that are either being acquired
or are purchasing or merging with another business.
In such transactions, we strongly
urge our clients to plan carefully for the transaction
well in advance to enhance their relative bargaining position
and ultimate benefit from the transaction. Merger and Acquisition (“M&A”)
planning requires the use of and the coordinated participation
of accountants and legal counsel for the business. Planning
must include advance financial management, the identification
of key employees and functions, implementation and
formalizing business systems procedures, due diligence reviews,
and the preparation of necessary business/ corporate documents.
We assist our clients with negotiating
and structuring the transaction to provide the greatest
benefit and protection. The
structure may include an asset or a stock sale, merger,
secured financing, earn outs, escrowed funds to secure
warranties, and a multitude of other arrangements.
In addition, we negotiate for the
principals or owners of the business or professional practice,
noncompete covenants, long-term employment contracts with “golden parachute” provisions,
and realistic and effective transition schedules.
We look for ways to accomplish the
transaction in a cost-effective manner, but always with
the primary goal of protecting the client’s position—both
in the near term and the future.
The vast majority of Foster Walsh, LLP
business clients are closely-held or family-owned
businesses or professional practices. Utilizing
its experience in both estate planning and business
operations, Foster Walsh has developed a practice
area and expertise in business succession planning. This
focus of practice may include the transfer of a business to a family
member, to a key employee, to a third party, or,
in the event of a professional practice, to another licensed shareholder
or professional group. Transfer
of a business or professional practice requires careful
and thoughtful preparation for planned events, such
as sales, retirements, or mergers and for unplanned events, such
as disabilities or deaths. Effective
preparation requires the principals of a business
or a professional practice to begin the succession
planning several years before the transfer is begun
or completed.
The key to a successful plan is to develop a strategy which
will ensure the integrity and the continuity of the business
or practice during the transfer, while identifying multiple
integral issues, such as recognizing and understanding family
dynamics, inner workings of the nonfamily shareholders or
partners, needs of nonowner employees, and the achievement
of the goals and objectives of the principal owners.
Foster Walsh has developed successful
models of business succession for a variety of different
types of businesses and professional practices. Experienced
attorneys would be pleased to discuss your long-term
plans and how to better prepare for the future of your business
at this critical stage in your operations.
Increasingly,
the value of a business lies in the intellectual property
of the business and in the goodwill associated with
business names, products, or processes. Foster
Walsh, LLP provides knowledge and experience to advise
business owners on how to create and perfect their intellectual
property rights. Foster Walsh prepares trademark,
service mark, and copyright registration applications;
conducts intellectual property audits; negotiates and
prepares license agreements and assignments; and prosecutes
trademark infringement actions.
Intellectual property issues frequently
arise for business owners using the Internet to conduct
all or some of their business operations. Foster Walsh
has the resources to counsel its clients on the rapidly
developing law of the Internet and the preparation/negotiation
of appropriate agreements, policies, and forms necessary
to conduct business on the Internet.
Foster Walsh also provides audits
of its clients' web sites, reviewing existing online
agreements, and drafting appropriate terms of use, privacy
policies, and license agreements where necessary.
In your business, your employees are likely
to be one of your most important assets. Employees also pose the greatest risk to
your business, particularly if you do not have a
Human Resource Department or a trained Human Resource
Manager. Foster Walsh,
LLP provides consulting with regard to employees
and employment issues. Actions against employers by employees
for harassment, discrimination, wrongful termination,
and violations of privacy have become a major risk
and a source of danger. At
Foster Walsh,
we provide counseling for the employer with regard
to employee issues as well as prepare employee manuals
that are straightforward and intended for use by
the business with or without a Human Resource Department.
In addition, Foster Walsh will provide assistance
in evaluating exempt/non-exempt employment classifications
and will assist with wage-and-hour evaluation and other
requirements of the California Labor Code and Federal
Fair Labor Standards Act.
In the event of a claim, Foster Walsh provides
experienced attorneys to represent the employer in
administrative actions commenced by the DFEH (Department
of Fair Employment and Housing), the Department of Industrial
Relations or the Labor Commissioner, or the Equal Employment
Opportunity Commission (EEOC).
When disputes arise between businesses or
business owners, Foster Walsh, LLP provides counsel that typically
will first attempt to negotiate a resolution (with or without the
assistance of an outside mediator) and, if unsuccessful, provides
experienced attorneys able either to prosecute or to defend a claim
in state court, in federal court, or before an arbitrator. Today,
litigation is too frequently a tool utilized by some for purposes
of business competition. Business
owners must be prepared to deal with litigation in
modern society and have able and competent counsel
to rely upon when necessary.
Trade secrets, contract performance,
and management disputes are a few of the matters that
the Foster Walsh attorneys have resolved by way of litigation.
When a business needs to acquire or
sell real property owned by the business or by the business
owner, Foster Walsh, LLP can provide counsel in documenting
the transaction and assisting with the financing.
Complex issues associated with asbestos,
mold, and hazardous waste have made real estate acquisition
and leasing a far more complex matter, requiring careful
review and consideration.
Real property can also serve as the
basis for careful estate planning and asset diversification
and should be reviewed with various purposes in mind.
Commercial leasing, whether from
a tenant’s or from a landlord's perspective, is
complex and is a major expense or source of income.
Foster Walsh has substantial experience negotiating
and drafting leases, looking for ways by which the interests
and requirements of both parties to a lease can be protected.
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