Practice Areas and Legal Definitions

Business litigation:
Business litigation is the area of law that provides assistance in the preparation and presentation of a lawsuit or other resort to the courts to determine a legal question or matter in business situations.  Business can be any activity or enterprise entered into for profit, usually a company, a corporation, partnership or any such formal organization.  Business lawyers advise and represent businesses and financial institutions in such areas as business torts, class actions, complex contracts, financial forensics, government investigations, international dispute resolution, professional relations, real estate disputes, securities and antitrust, technology and intellectual property, professional malpractice, shareholder and corporate governance and telecommunications.  Business lawyers place an emphasis on achieving or defending against pre-judgment remedies, including pre-judgment orders for writs of possession, attachments, temporary restraining orders, and injunctions, as well as arbitration or mediation settlements and monetary compensation resulting from lawsuits.  Transactional business lawyers represent clients in matters relating to, but not limited to, organizational, operational and contractual documents for corporations, partnerships and limited liability companies, commercial transactions, mergers, real estate acquisitions, leasing and development and commercial financing.

Real estate financing and transactional services:
Typically, as they expand, growing businesses become more and more involved in real estate transactions, ranging from office space to retail store properties to warehouses and shopping mall syndication.  A qualified business lawyer can provide valuable assistance in traditional real estate purchase, sale and leasing transactions, and in dealing with environmental and various other issues arising out of industrial and agricultural redevelopment projects.

Business contracts:
Business contracts are written agreements spanning a broad range of the business relationships that occur in the life of a typical company.  They can include non-compete agreements, non-piracy agreements, non-disclosure agreements, restrictive covenants, employment agreements, producer agreements, sales representative agreements, consulting agreements, management agreements, franchise agreements, licensing agreements, deferred compensation agreements and independent contractor agreements.

Mergers and acquisitions:
The phrase "Mergers and Acquisitions" refers to corporate finance strategy and management dealing with the merging and acquiring of different companies as well as other assets.  Usually mergers occur in a friendly setting where executives from the respective companies participate in a due diligence process to ensure a successful combination of all parts.  Corporate mergers are often aimed at reducing market competition.  On other occasions, acquisitions can occur through hostile takeover by a "corporate raider" purchasing the majority of outstanding shares of a company in the open market.  In the United States, business laws vary from state to state whereby some companies have limited protection against hostile takeovers.

Technically, what differentiates a merger from an acquisition is how it is financed.  Simply put, a merger is a combination of two companies into one larger company.  A "merger" or "merger of equals" is often financed by an all-stock deal (a stock swap).  An all-stock deal occurs when all of the owners of stocks of either company get the same amount of stock in the new combined company.  The term "demerger" is sometimes used to indicate the effective opposite of a merger, where one company splits into two, the second often being a separately listed stock company if the parent was a stock company.  An acquisition (a larger company buying out a smaller company) can involve a cash and debt combination, or just cash, or a combination of cash and stock of the purchasing entity, or just stock.  In addition, the acquisition can take the form of a purchase of the stock or other equity interests of the target entity, or the acquisition of all or substantially all of its assets.

Bankruptcy:
Bankruptcy is a process authorized under the federal Bankruptcy Act under which a debtor who is unable to pay his or her creditors may petition the U.S. Bankruptcy Court for relief.  Depending upon the factual circumstances of the case and the particular Chapter of the Bankruptcy Act under which relief is sought, the Court may grant varying forms of relief, ranging from an order granting full discharge of the debts to the establishment or an arrangement under which the debtor is given additional time to pay the debts.  As long as the debtor complies with the terms of that arrangement the creditors will be barred by court order from taking any further collection actions against the debtor.  There is a special type of Bankruptcy proceeding authorized under Chapter 11 of the Act.  It is called "business reorganization," and it is designed to enable a business debtor to remain in business while reorganizing the debt under a plan providing for the creditors to be paid.

Fraud:
This is an area of law that often overlaps with criminal law.  In the civil business litigation arena, the proof requires a showing that the defendant made a false statement, intending that the plaintiff rely upon it.  There must also be a showing that the plaintiff did, in fact, rely upon it, and that the plaintiff suffered damages as a result.  Punitive damages are commonly awarded to successful plaintiffs in fraud cases.

Franchises and other types of business marketing:
A great many small businesses in the marketplace today are operated not as purely independent businesses, but as franchises, distributorships, or any of various types of licensing arrangements.  All of these businesses are created through written agreements containing express and implied warranties, and it is not uncommon for issues to arise resulting in litigation.

Government regulation:
Businesses often find themselves at odds with one governmental agency or another, whether it be the local zoning commission, the federal Environmental Protection Agency, the Federal Trade Commission, or any one of several hundred other federal, state and local agencies.  Conflicts with governmental agencies are usually covered under state and federal statutes, and also under state and federal regulations and local ordinances.  As a general rule such conflicts are litigated before administrative tribunals under administrative law.  This usually imposes fewer formal requirements on the parties and produces a quicker result, but sometimes it does so at the expense of someone’s rights.  If you feel that your rights have been violated in an administrative hearing that has gone against you, the judicial system will consider an application for relief, based upon allegations that there was an abuse of discretion in the holding against you.

Defamation:
Defamation is the communication of a false and unprivileged statement that exposes another to hatred, contempt, or ridicule, or which causes him or her to be shunned or avoided, or which has a tendency to injure him or her in his or her trade or occupation.  The defamatory statement must be communicated to someone other than the person to whom it refers, and it must refer to a living person.  Defamation communicated verbally it is called Slander, but if it is communicated in writing, it is called Libel.  Most defamation litigation in the business arena concerns the employer’s “qualified privilege” to defame.  Under this concept, employers and former employers are often protected from liability for defaming employees or former employers.  By its very definition, however, the privilege is “qualified,” and not absolute.  It is generally limited to situations in which the employer or former employer is making a good faith communication of information to someone who has a legitimate interest in receiving it.

Breach of fiduciary duty:
The formation of a "fiduciary relationship" begins when someone places special confidence and trust in another who has substantially superior knowledge and training, and also relies on that person to act in his or her best interest.  If this trust is knowingly and voluntarily accepted, a “fiduciary” relationship is said to exist.  This places a legal duty on the stronger of the two to act diligently in the best interest of the weaker party and never, under any circumstances to secure any advantage at the weaker party’s expense.  There are a limited number of circumstances in business transactions where a fiduciary relationship comes into play.  Courts tend to rigorously enforce fiduciary duties, and in the event of a willful breach often award punitive damages as well as compensatory damages.  Some common examples of fiduciary relationships are a trustee-beneficiary relationship, a doctor-patient relationship, a lawyer-client relationship and a corporate officer-stockholder relationship.

Licensing and commercial contracts:
Business services attorneys counsel clients in a wide range of commercial and intellectual property (IP) transactions.  They provide assistance in structuring, drafting, reviewing and negotiating commercial and IP agreements related to the development, acquisition and commercialization of technology, IP, goods or services.  The types of agreements involved in these transactions include:

• Software license, maintenance and support, source code escrow, end user license, patent and other technology license agreements
• Development agreements
• Purchase and supply agreements
• Manufacturing agreements
• Distribution, reseller, value-added reseller (VAR) and original equipment manufacturer (OEM) agreements
• Referral, marketing agreements
• Employment, consulting, technical services and outsourcing agreements
• Joint venture, strategic partner, technology transfer agreements
• E-commerce and Internet-related agreements (including web-based hosting agreements, application service provider (ASP) agreements, web site development, privacy policies and website terms of use)
• Non-disclosure agreements

Sales commission disputes:
In avoiding sales commission litigation there is no substitute for an artfully drafted agreement spelling out precisely how and at what rate sales representatives are to receive commissions.  Common usage and custom are also taken into consideration by courts in determining the issues, even where there is a written agreement.

Trade secrets:
A trade secret is any information that can be used in the operation of a business or other enterprise and that is sufficiently valuable and secret to afford an actual or potential economic advantage over others.  Trade secret difficulties can be eliminated or, at least, minimized by effective legal language in employment and/or severance agreements, but situations will still arise from time to time where litigation presents the only viable solution.

Litigation and dispute resolution:
Commercial disputes often become legal disputes, the resolution of which typically proceeds along an escalating scale of confrontation ranging from informal settlement negotiation to hardball litigation.  An effective business litigation attorney must have complete mastery of this complex and challenging field of law, but more than that, he or she must also have the patience and personal skills to operate on an informal level, and the aggressive forensic ability and tenacity to claim victory in the courtroom.

Contract remedies:
Contracts are the very stuff upon which the marketplace is founded, and they provide the basis for a large share of business litigation.  The remedies for breach of contract include money damages and injunctive relief expressly directing one of the parties to perform a contractual obligation.  This remedy involves a form of injunction called a “specific performance” decree.  The remedy of specific performance is often called an “extraordinary” equitable remedy, in that courts will not grant specific performance except in a sharply limited number of circumstances.  Punitive damages are not an available remedy in a contract lawsuit.

Alternative dispute resolution:
Business disputes can be resolved traditionally, by way of litigation.  This involves the filing of a lawsuit in court that is then answered by the defendant.  Over a period of months and sometimes even years, a lawsuit makes its way through the system, ultimately to be decided by a judge sitting alone, or by a jury, presided over by a judge.  It is an expensive, tedious and time-consuming process.  The modern trend in the economic world is away from the courthouse in favor of one or the other of two less formal, less expensive, faster and more efficient methods of conflict resolution, called "mediation" and "arbitration".

Business and corporate services:
Business and corporate services involves advising companies and investors in the purchase, sale and mergers of businesses.  The services provided include forming and funding start-up companies, buying and selling practices, assets, divisions and companies, engaging in private stock offerings and re-sales, structuring venture capital financing, forming off-shore sales and sourcing entities, structuring commercial and partnering transactions and syndicating real property acquisitions.

If you or someone you know anywhere in Southern California needs the assistance of an experienced Los Angeles Business Law Attorney, call Creim Macias Koenig & Frey LLP today at 866-270-7328, or complete the contact form provided on this site to schedule your free consultation.

If you or someone you know anywhere in Southern California needs the assistance of an experienced Los Angeles Business Law Attorney, call Creim Macias Koenig & Frey LLP today at 866-270-7328, or complete the contact form provided on this site to schedule your free consultation.

ADDRESS OF THE FIRM:
Creim Macias Koenig & Frey LLP
633 W. 5th Street, 51st Floor
Los Angeles, CA 90071
Telephone: 866-270-7328
Fax: 213-614-1961

MEMBERS OF THE FIRM:

Richard C. Macias

EDUCATION:

• J.D. Harvard Law School, 1975
• B.A. Pomona College, 1972

JURISDICTIONS LICENSED IN:

• California
• Colorado

William Creim

EDUCATION:

• J.D. University of Southern California, 1979
• B.A. University of California at Los Angeles, 1976

JURISDICTIONS LICENSED IN:

• California

Stuart "Skip" Koenig

EDUCATION:

• J.D. Loyola University Law School, 1981
• B.A. University of California at Los Angeles, 1978

JURISDICTIONS LICENSED IN:

• California

Sanford "Sandy" Frey

EDUCATION:

• J.D. University of West Los Angeles School of Law, 1982
• B.A. California State University at Northridge, 1979

JURISDICTIONS LICENSED IN:

• California