Orange County Corporate Law Attorney
Orange County Corporate Lawyer
Matt Sumrow represents a wide variety of clients on corporate, securities, mergers and acquisitions and intellectual property law matters, and he has over 10 years of experience practicing and teaching law. Matt is a native Orange County resident and he has numerous clients, professional contacts and community ties throughout Orange County and California.
Matt has represented both public and private companies in numerous securities offering and mergers and acquisitions ranging from a few hundred thousand dollars in value to over three hundred million dollars. He also advises clients on intellectual property matters such as registering and licensing trademarks, software development and licensing, domain name registrations and in efficiently resolving intellectual property infringement disputes. His general corporate experience includes forming and operating corporations, partnerships and limited liability companies, and advising companies on matters such as stock option plans, executive compensation, buy-sell agreements, consulting agreements, joint venture agreements and selling and licensing products.
Matt’s clients include individual investors, small business owners, small and mid-size companies, major universities and Fortune 500 corporations. He has represented clients on numerous successful transactions, including representing:
- an oil and gas company in a $119,000,000 sale of assets to a public company
- a private company in acquiring multiple automobile dealerships in Southern California
- a NYSE listed mortgage REIT in public stock offerings totaling over $200,000,000
- a real estate investment fund in a private placement of $25,000,000 in equity securities
- a software company in a $13,000,000 venture capital financing led by Goldman Sachs, CMGI and Benchmark Capital Partners
- a NASDAQ traded company in a $55,000,000 merger
- a private fiber optics company in a $35,000,000 merger with a NASDAQ traded corporation
- a fabless semiconductor company in technology development and licensing transactions valued at over $3,000,000 excluding future royalty payments
- a Fortune 500 corporation in negotiating and drafting software licensing and development agreements
- a Fortune 500 homebuilder in trademark registration and licensing matters
- a Fortune 500 corporation in favorably resolving a dispute with a major telecommunications provider and negotiating and drafting a new telecommunications services agreement valued at over $18,000,000
Matt received his bachelor's degree from UCLA and his law degree from the University of California Hastings College of the Law. He also studied international law at Leiden University in The Netherlands and taught corporate law, European Union law and other legal subjects as a professor at a law school in the Czech Republic.
Prior to 2004, Matt was Senior Counsel in the corporate department of the Orange County office of Allen Matkins Leck Gamble & Mallory LLP (a law firm of over 200 attorneys).
The Law Office of Matthew A. Sumrow is a full service Orange County based business law firm with highly experienced attorneys handling a broad range of business transactions, business litigation, intellectual property, employment law and bankruptcy matters. At the Law Office of Matthew A. Sumrow, skilled and knowledgeable attorneys provide top quality service at reasonable rates. Our clients range from small business owners to large public companies, and we pride ourselves on obtaining excellent and cost-effective results for all our clients.
Our lawyers are highly experienced and all have the benefit of big-firm training. But at the Law Office of Matthew A. Sumrow you get that expertise at small-firm pricing, with a commitment to client service that matches or exceeds any large firm.
Our Commitment to Client Service
The Law Office of Matthew A. Sumrow prides itself in efficient, quality service that gets results. That commitment shows in the results that we have achieved for our clients. We firmly believe that client service is about building relationships. Accordingly, we provide practical solutions at reasonable rates and work closely with our clients to help them grow and protect their businesses.
Why Hire Us
We have succeeded because we place quality above quantity. Our main source of referrals is existing clients. We believe that our simple formula for success works — treat every client’s matter as if it were our own. Because we would accept nothing less, neither should you. If you think you may need a lawyer or just have some questions, please feel welcome to contact Matt Sumrow for a free initial consultation.
I do not want to pay legal fees for things I think I probably do not need at this time, so why should I consult a lawyer now?
Until you talk to a good attorney, you will not be fully aware of the different issues and risks you should consider. My initial consultation with a potential client is always free of charge and I never advise clients to do any thing that is not cost-effective. You should view that initial consultation as an opportunity to learn more about matters that may significantly impact you or your business. You can then make an informed decision about how best to proceed. Remember the old saying, “if you fail to plan, you plan to fail.”
My business is just starting up. Why should I spend money on legal matters at this early stage?
Spending a relatively small amount of money early for good legal advice can save thousands and even millions of dollars down the road. Clients often come to me after they are in the middle of a costly legal problem and almost all of those problems could have been either completely avoided or greatly reduced if they had talked to a good attorney earlier and spent a reasonable amount to have that attorney prepare appropriate documents. Good legal and accounting advice at the early stages of forming and growing a business can often also result in significant tax savings and reduced personal liability risks.
What type of legal entity should I form for my business?
The common forms of legal entities for businesses include corporations (both C corporation and S corporations for tax purposes), general partnerships, limited partnerships and limited liability companies. Each one has certain advantages and disadvantages. Corporations, limited partnerships and limited liability companies provide limited liability protection for the business owners (in the case of a limited partnership, only the limited partners have that protection). Which entity is best for your business will depend on your own circumstances such as the type of business you will operate, the number of owners in the business, how the business will be managed and your plans for the future.
Can I minimize taxes by incorporating in Nevada instead of California?
The exact answer will depend largely on your individual facts and circumstances, but the general answer is as follows. If you are going to truly conduct all or part of the business in Nevada and, in certain circumstances, are also going to establish your personal residence in Nevada, you may be able to save on taxes by incorporating in Nevada. If, however, you live in California and the business is going to be conducted exclusively in California, you will not reduce any tax liabilities by incorporating in Nevada. In fact, incorporating in Nevada in those circumstances will end up costing you more than if you incorporated in California. Tax questions are seldom simple, and you should not let yourself be tricked into thinking that you can avoid California taxes simply by incorporating your California based business in Nevada. The politicians in Sacramento are not going to let you get away that easily.
How do I protect my intellectual property?
Intellectual property (“IP”) protection largely depends on the type of IP that needs to be protected. Marks such as “Nike” and “Pepsi” are protected as trademarks. Inventions such as a unique machine for making golf balls or a drug formula can be protected by patents. Books, music, films and similar works are protected by copyrights. Other forms of IP or proprietary information can be protected with confidentiality agreements or by laws that prohibit unfair competition. I frequently help my clients protect their IP so that their businesses can be more competitive and successful. The exact type of protection to seek largely depends on the type and value of the IP in question, but suitable protection often requires making appropriate filings with the United States Patent and Trademark Office or the United States Copyright Office. International IP protection may also be needed if you plan to use the IP outside of the United States or want to prevent others from being able to do so.
I am considering selling or buying a business, do you advise clients on such matters?
Yes, I have advised individuals, private companies and large public corporations on buying and selling businesses in a wide variety of transactions ranging from a few hundred thousand dollars to hundreds of millions of dollars in value. As in all business transactions, intelligent planning and well drafted agreements can save large amounts of money and avoid significant disputes down the road. Often, the other party to a deal will propose a complex structure for the transaction and claim that it is a “win/win” arrangement for both sides. You should consult with an experienced transactional attorney to determine if that supposed “win/win” is not really “they win/you lose.”
I am considering selling stock or issuing stock options in my company, are there any legal issues that I need to consider?
Selling stock or issuing stock options raises a number of federal and state securities law concerns. There are basically only three types of stock offerings: registered (as in a registered public offering like an IPO), exempt (as in a private offering exempt from registration) and illegal (as in significant potential civil and criminal penalties for the sellers). If you want to sell stock, you should consult an experienced corporate and securities law attorney to make sure that you comply with all applicable laws. There are a number of exemptions available for private stock offerings, but you need to be careful. If a private offering does not comply with all the requirements for one of more of those exemptions, the buyers could bring an action to recover the price they paid for the stock and the sellers could be subject to civil and criminal penalties. There are also strict disclosure requirements for stock sales and sellers generally must disclose all “material” information to potential buyers.
I have a dispute or potential dispute with one of the co-owners/partners in my business, can you help me resolve it?
Yes, I frequently advise clients on how to efficiently and favorably resolve disputes with their business co-owners/partners. If it is possible, I work to resolve such disputes without the need for potentially costly and uncertain litigation. Such disputes can often be resolved by entering into a new agreement for the management and operation of the business, buying out the other owner or liquidating and dissolving the company. The desired resolution will depend on your particular situation and whether the other party is reasonable. If the other side is unreasonable, the Law Office of Matthew A. Sumrow also has excellent litigation attorneys that are highly experienced in aggressively and effectively resolving those types of disputes through litigation or arbitration.
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