This is one of the most consequential decisions you'll make as a business owner — and it rarely gets the attention it deserves at formation. The right structure depends on factors that are unique to your situation: how many owners you have, how you'll be taxed, whether you plan to bring in outside investors, and how much liability exposure your industry carries.

LLCs are the most flexible and commonly used structure for small to mid-size businesses. They offer liability protection with fewer corporate formalities and pass-through taxation. S-corporations can be advantageous for owner-operators who want to reduce self-employment tax liability through a salary/distribution split. C-corporations are generally reserved for businesses seeking venture capital or planning for a significant exit event.

What we see most often: business owners pick a structure based on what a friend did, or what was cheapest to file — and then discover years later that it doesn't fit how they actually operate or own the business. Getting this right from the start (or fixing it before it becomes a problem) saves real money.

▶ If you're starting a business, acquiring one, or rethinking your current structure, we can walk you through the tradeoffs in a single conversation.

Yes—and the time to do it is before there's a dispute, not after. We've seen more business relationships unravel over undocumented expectations than almost any other issue. A well-drafted operating agreement or set of bylaws defines who controls what, how decisions get made, what happens when an owner wants out, and how profits and losses are allocated. Without it, you're relying on California's default rules, which rarely reflect what the founders actually intended.

If you have even one other person in your business, this document is your most important legal protection. The cost of doing it right is a fraction of the cost of litigating a dispute that could have been avoided.

▶ We draft owner agreements that reflect how your business actually works — not just what the statute requires.

Formation is just the starting line. Staying in good standing and keeping your liability protection intact requires ongoing attention. At a minimum, California businesses need an EIN, a business bank account, a Statement of Information filed with the Secretary of State, initial governance documents and resolutions, applicable business licenses, and separate books and records maintained consistently.

This last point matters more than most business owners realize. Commingling personal and business finances, skipping corporate formalities, or failing to document major decisions creates the basis for 'piercing the corporate veil'—meaning a plaintiff can try to hold you personally liable for business debts. Mid-size businesses that have outgrown their informal startup habits are especially vulnerable to this exposure.

▶ We offer a Business Compliance Package for companies that want to make sure their foundation is solid.

Buying a business without proper diligence is one of the fastest ways to inherit someone else's problems. Before closing, you should have a clear picture of the following: pending litigation or regulatory claims, existing employment obligations and any wage-and-hour liabilities, the status of material contracts and customer relationships, real property leases and whether they're assignable, financial records and tax filings (including unfiled returns or payroll tax exposure), and any environmental or permit issues tied to the business's operations.

In California, employment and labor liability is a particular concern. Wage-and-hour claims, PAGA exposure, and misclassification issues can follow a business through a sale if the transaction isn't structured correctly. Buyers who skip this step often discover these liabilities post-closing—at which point options are limited and expensive.

▶ We represent buyers and sellers in business acquisitions of all sizes. If you're looking at a deal, bring us in early—it's far cheaper to find the problems before you sign.

Owner disputes are among the most disruptive legal problems a business can face—and they're far more common than most founders expect. When co-owners disagree on direction, compensation, responsibilities, or exit terms, the business itself is often at risk. The right strategy depends on your governing documents, the ownership structure, and what each party actually wants.

Options range from negotiated buyouts and restructured ownership agreements to formal deadlock resolution mechanisms or, when necessary, litigation. In some cases, dissolution becomes the most practical path. In others, one owner can be bought out efficiently if the transaction is structured well. What we know from experience: the faster you address it, the more options you have.

▶ If you're in a partnership dispute or see one developing, we can help you understand your rights and your options before the relationship deteriorates further.

Non-compete agreements are largely unenforceable in California, with limited exceptions. California strongly favors employee mobility, and courts have consistently refused to enforce provisions that restrict a former employee's ability to work in their field. Recent legislation has strengthened this protection further, making it illegal even to include an unenforceable non-compete in an offer letter.

That said, California does enforce well-drafted non-solicitation provisions protecting customer relationships and trade secrets—but these must be carefully constructed to withstand scrutiny. Confidentiality agreements, properly drawn, are your primary tool for protecting proprietary information.

If your current employment agreements contain non-compete language, you may already be in violation of California law—and the penalties for trying to enforce them have increased.

▶ We can review your existing agreements and draft enforceable protections that hold up in California.

California's Uniform Trade Secrets Act and the federal Defend Trade Secrets Act provide meaningful protections, but they require that you take active, documented steps to keep information confidential. Courts have denied trade secret protection to companies that couldn't show they treated information as secret.

Practical protections include: well-drafted confidentiality agreements for employees, contractors, and business partners; clear policies on access to sensitive information; structured onboarding and offboarding protocols; and documentation of what constitutes your confidential information. When a former employee or business partner misappropriates trade secrets, the strength of your protection at the front end determines the strength of your remedies on the back end.

▶ We help businesses build the agreements and policies they need to protect their competitive advantage.