Corporate & Commercial Law If you want to start, manage, transfer, purchase or exit a business, contact a business advocate at Rachier & Amollo Advocates. Our business lawyers have experience with many different industries and professional fields. We advise and represent companies and entrepreneurs on a broad range of business transaction and litigation related services, including but not limited to: Business Start-Ups Mergers & Acquisitions Non-Profits & Tax Exempt Organizations Preparation & Review of Business Contarcts Intellectual Property Employment Law & Counseling Business Succession Planning Business Litigation Leases & Real Estate Matters Legal & Regulatory Compliance Business Start-Ups Starting a business requires thorough planning. Rachier & Amollo Advocates LLP assists business owners in the lawful formation of business entities and helps entrepreneurs devise business strategies that guide them to achieve their goals. We advise on the business start-up and formation process including issues related to selection of entity type and jurisdiction, such as: Sole Proprietorships Benefit and Flexible Corporations Limited Liability Company (LLC) Formation Partnership Formation (including LLP) Non-Profits and Tax Exempt Organizations Joint Ventures We also consult with business owners to draft shareholder agreements, operating agreements, buy-sell agreements and partnership agreements as part of the entity formation process. Mergers & Acquisitions Rachier & Amollo Advocates LLP guides business owners in the multi-stage process of buying or selling a business including: Advising on the structure of the transaction Negotiation of terms and drafting of the deal memorandum Advising sellers on legal strategies to address issues raised during the due diligence process Advising buyers on conducting legal due diligence Drafting, reviewing and negotiating the extensive documentation involved in a business transaction, such as asset purchase agreements, stock purchase agreements, notes and security agreements Buying or selling a franchise business If you are interested in selling your business or acquiring an existing business, contact the business attorneys at Rachier & Amollo Advocates LLP before embarking on such a venture. Non-Profits & Tax Exempt Organizations As part of our commitment to public service, Rachier & Amollo Advocates LLP serves tax-exempt organizations and foundations throughout the Region. We deliver comprehensive legal counsel in all aspects of non-profit law, governance and regulation with the goal of providing critical and practical strategies for sound non-profit governance and minimizing the liabilities faced by Boards of Directors in today’s tough regulatory environment. We also work closely with the officers and management to develop critical legal documents specifically tailored to each non-profit client.Entities that operate as non-profits are confronted with legal issues unique to their organizational structures and mission statements. These entities need knowledgeable and experienced legal counsel to guide them through the hurdles imposed by national and county regulations, maintain efficient operations and to meet potential challenges as they occur. Our services include but are not limited to: Formation (preparing all organizational documents, e.g. articles of incorporation, bylaws, trusts)Establishing Tax-Exempt StatusAdvice on Annual Tax Information ReturnAdvising on Operational IssuesState Laws Regarding Non-Profit Legal StatusState Regulatory ComplianceGovernance and Policy IssuesConflicts of Interest Policies and InterpretationFiduciary Duties of Directors and OfficersIndependent Contractors and other employment concernsCharitable Solicitation RegistrationsReal Estate TransactionsRepresentation in KRA Audits and tax controversies, including in tax courtExecutive Compensation PlanningAdvice Regarding and Review of Fundraising AgreementsInvestment PoliciesCorporate Sponsorship AgreementsCharitable Sales Promotion AgreementsWorkplace CampaignsLiabilities of Paid and Unpaid Personnel, including volunteers and internshipsRestructuring and Terminating Exempt OrganizationsNon-profits have a special mission and must pay particular attention to the economics of running their organizations. Whether you are considering forming a non-profit organization or you are serving a non-profit organization, Rachier & Amollo Advocates LLP invites your inquiry as to all non-profit related legal matters. Preparation & Review of Business Contarcts At Rachier & Amollo Advocates LLP, our lawyers have experience writing contracts and agreements; they know the correct contract formats and legal terms to protect and enhance your rights in case things don’t go as planned. Should you need to sue someone, a written contract gives the judge a basis for determining your rights. Our firm consults with business owners to draft, review, and negotiate contracts related to various business activities, including: Lease agreements Service contracts Releases and waivers Property agreements Licensing agreements Vendor agreements Royalty agreements Purchase and sale agreements Employment agreements Independent Contractor agreements Equipment purchase or lease agreements If you want to draw up a legal agreement, if you’re wondering if you can get out of a contract that’s gone bad, or if you believe that someone has not lived up to the terms of a contract. Intellectual Property The intellectual property lawyers at Rachier & Amollo Advocates LLP can manage all aspects of an individual’s or company’s intellectual property portfolio, including domestic and international patents, trademarks, trade secrets and copyrights. We can assist with patent and trademark prosecution and protection, prepare legal opinions, including invalidity, non-infringement, and patentability, perform prior art searches, coordinate legal projects with outside counsel, review publications and intellectual property aspects of contracts and agreements, conduct intellectual property due diligence as necessary and all other matters relating to the intellectual property needs of our clients. Patents Trademarks and Service Marks Copyrights Trade Secrets Licensing and Business Transactions Intellectual Property Litigation If you need help in one of the services listed above, please contact the intellectual property lawyers at Rachier & Amollo Advocates LLP for counseling and to protect your intellectual property from being used without your consent. Employment Law & Counseling The employment law advocates at Rachier & Amollo Advocates LLP are accomplished legal advisors and civil litigators with expertise in all aspects of employment law. With our background and experience advising, training and counseling large and small employers, we have developed knowledge and skills that are useful in advising employers and defending them in employment litigation. We are effective in cases dealing with wage and hour compliance, leave policy compliance, discrimination claims, sexual harassment claims, confidentiality and trade secret protection and employment contract enforcement. Our strategy protects clients from substantive pitfalls within a cost-conscious model. We offer a wide range of specialized employment law practice areas, including: Administrative Claims, including Labor Actions Alternative Dispute Resolution Internal Investigations Commissions and Commission-Based Compensation Methods Compensation Disability, Leave and Health Management Discipline and Termination Discrimination Employment Agreements Employment Law Audits Employee Handbooks General Employment Litigation Harassment Hiring and Retention Independent Contractors Manager and Employee Education and Training, including Sexual Harassment Prevention Training Non-Compete and Trade Secret Law Overtime Compliance Prevailing Wage Law Privacy, Social Media and Information Management Public Sector Representation Retaliation Severance Packages and Negotiation Sexual Harassment Law Workplace Safety and Health Compliance Unemployment Insurance Benefits Whistleblower Claims Wrongful Termination The lawyers at Rachier & Amollo Advocates work closely with employers and human resource professionals to help them understand the basics of employment law, to minimize the risks of an employment law related claim, and keep their businesses in compliance with ever-evolving laws and regulations. Contact our office today for a consultation or if you are interested in having our advocates perform an employment law audit of your business. Business Succession Planning No company can survive without an able owner or manager at the helm. In the event of a key person’s sudden death, illness, or retirement, businesses are often left scrambling to find a suitable replacement. Large corporations and small businesses alike can avoid a tumultuous transition by establishing a succession plan with a knowledgeable advocate at Rachier & Amollo Advocates. Our business succession planning services include: Addressing potential exit strategies Business restructuring Mergers, acquisitions or sales Recapitalization Advising clients on planning for the valuation of the business Transfer or disposition of intellectual property assets of the business Earn-outs Rachier & Amollo AdvocatesLLP also provides a full-service estate planning and administration practice that can facilitate any other estate planning needs of business professionals. Without a PlanIf an owner or shareholder does not have a succession plan in place, his or her stake in the company is either passed on to relatives as part of the estate, absorbed by other shareholders, or a combination of the two. In family-owned businesses, this often leads to disputes between siblings and other relatives. Those more active in the day-to-day operations of the business may feel entitled to larger shares than others who are less involved. In larger corporations, employees and clients may leave the company for fear of instability. Additionally, without prior planning, remaining shareholders may not have sufficient resources needed to purchase the shares of the exiting or deceased shareholder. This can lead to a situation where a spouse or child of a deceased shareholder attains an ownership stake in the company which can result in disputes, stalling progress and possibly leading to a loss of assets. Furthermore, if the exiting shareholder had a management duty, her replacement may not be equipped to take over her role through such a delicate transition time. With a PlanAn advocate with expertise in business and estate planning can help owners and shareholders put together a plan that facilitates a smooth transition. Plans are customarily created after employees, coworkers, shareholders and family members have been consulted and goals for the future of the company have been outlined. Succession planning can be tailor-made to fit any business model and should address the following issues: Keep the business or shares within the family. With a retention plan, a spouse, children, or other relatives can retain control of assets. Offer shareholders or vital employees a larger stake in the company. Interested parties stipulated in the plan will be granted the right of first refusal, or the ability to accept or reject the shares of the exiting or deceased owner before they are offered to individuals outside of the company. The price of the shares can be determined by a valuation mechanism agreed upon during succession plan negotiations. For example, a valuation mechanism may require that shares be offered at their prevailing market value, or require multiple professional business valuation appraisals Address issues related to your estate plan as well as minimization of potential estate taxes. Preserve “institutional memory” when you or other current managers are no longer running the show. For example, you can empower advisors to aid the transition team and ensure continuity, oversee day-to-day operations, provide provisions for heirs who are not directly involved in the business, and provide education and training to family members and key employees who will take over the company. Establish measures to ensure the business has enough cash flow to pay taxes or buy out a deceased owner’s share of the company. Implement a family employment plan with policies and procedures regarding when and how family members will be hired, who will supervise them, and how compensation will be determined. Other arrangements can be made that would transfer the owner or executive’s interest into trusts to be paid out to family members. Assets may also be divided among employees or in other cases, it may be best to sell the company. With so many factors to consider, it is important that you consult an experienced business planning advocate who can understand all of the interests at stake and work with you to protect them. Contact Rachier & Amollo Advocates LLP today to schedule a consultation. Business Litigation If circumstances have required you or your business to get involved in litigation, contact an experienced litigation advocate at Rachier & Amollo Advocates LLP who can advise and represent you during all phases of litigation. The firm’s attorneys work closely with its clients to develop effective, cost-efficient litigation strategies and settlement solutions. The firm handles litigation arising out of a wide range of business related matters, including, but not limited to: Business Disputes Breach of Warranties Collections Construction Contract Disputes or Breach of Contract Disputes with Other Companies Dissolution or Breakup of a Business Employment Claims Financing Franchises Fraud Intellectual Property Infringement Claims (Enforcement and Prosecution) Mechanics’ Liens Non-Compete Covenants and Non-Disclosure Obligations Real Estate Sales, Purchases and Leases Real Estate Development Securities Matters Shareholder or Partnership Disputes Trade Secrets Unfair Business Practices If you are facing upcoming litigation and are seeking counsel, it’s important that you contact an experienced civil litigation attorney. Please feel free to contact us to arrange a meeting with a Rachier & Amollo Advocates litigation lawyers. Leases & Real Estate Matters Rachier & Amollo Advocates LLP provides representation to developers, business owners, landlords, tenants, buyers and sellers in connection with commercial and residential real estate transactions and litigation related issues. Our attorneys will guide you through all stages of real estate transactions, including negotiating, drafting and reviewing contracts, easements, coordinating and procuring financing, obtaining title reports, and closing your transaction to the myriad of litigation disputes that may arise from any of the forgoing transactions. Residential Real Estate – From the review, negotiation and drafting of various residential real estate related contracts, easements and rights-of-way, to the formation of land owning entities, we provide you with the advice you need to achieve your goals. Homeowners Associations – We advise property managers and boards on day-to-day operations, and represent boards and unit owners in legal disputes. Commercial Real Estate – We can assist you with a wide range of real estate matters from the purchase of raw land and the negotiation of a development agreement with a municipality, to the sale or lease of a developed property and everything in between. Real Estate Litigation – If you are a buyer, seller or land developer embroiled in a real estate dispute or would like to take precautions to avoid conflict, our real estate litigation attorneys can work with you to ensure your money and property rights are adequately protected against adverse parties and claims. Our broad real estate practice includes: Boundary line disputes Breach of contract Broker disputes Buyer-seller disputes Closings Contracts Covenants, conditions and restrictions (CC&Rs) Commercial and residential lease preparation and negotiation Development agreements Disclosures Easements Eminent domain Entitlements, including conditional use permits Financing transactions Landlord/tenant disputes Land use and zoning for industrial, commercial and residential development Leases Litigation Neighbor disputes Permit Applications Appeals Property development Purchase and sales agreements When we represent you in a real estate matter, we will discuss your situation, explain how the law affects you and provide you with advice and guidance in an efficient and cost-effective manner. To discuss your real estate needs with a real estate attorney, contact Rachier & Amollo Advocates. For legal advice and hands-on assistance during the formation, purchase or sale and continued operation of your business, and to develop a strong relationship with a solid business-centered law firm, contact the Lawyers at Rachier & Amollo Advocates for a consultation. Legal & Regulatory Compliance As part of our commitment to contribute to your success in your commercial ventures, Rachier & Amollo Advocates LLP offer a full range of services to take care of your legal compliance at affordable cost as you focus on your core venture of generating profit.Our services include but are not limited to:Formation (preparing all organizational documents, e.g. articles of incorporation, bylaws, trusts)KRA Registration and Continuous Tax ComplianceTax Dispute ResolutionOperational Structuring Legal & Regulatory ComplianceGovernance and Policy IssuesConflicts of Interest Policies and InterpretationGovernance, Fiduciary Duties of Directors and OfficersAdvisory on Employment and Independent Contractors Policies Liabilities of Paid and Unpaid Personnel, including volunteers and internshipsReal Estate TransactionsInvestment PoliciesCorporate Sponsorship AgreementsWorkplace CampaignsWe deliver comprehensive legal counsel in all aspects of Corporate and Commercial law, governance and regulation with the goal of providing critical and practical strategies for sound governance practices. We specialise in minimizing the liabilities faced by Boards of Directors in today’s tough regulatory environment. We also work closely with the officers and management to develop critical legal documents specifically tailored to each client. Our knowledgeable and experienced legal counsel are available to guide you through the hurdles imposed by laws and regulations, and will help you maintain efficient operations and to meet potential challenges as they occur in your enterprises.