Practice Areas and Legal Definitions

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.

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.

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.

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

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.

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.

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.

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.

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.

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".

If you or someone you know in Southern California needs the assistance of an experienced San Diego Business Lawyer, call the Attorneys Sparber Rudolph Annen today at 866-846-6731, or complete the contact form provided on this site to schedule your free initial consultation.

If you or someone you know in Southern California needs the assistance of an experienced San Diego Business Lawyer, call the Attorneys at Sparber Rudolph Annen today at 866-846-6731, or complete the contact form provided on this site to schedule your free initial consultation.

ADDRESS OF THE FIRM:
Sparber Rudolph Annen
701 B Street, Suite 1400
San Diego, CA 92101
Telephone: 866-846-6731
Fax: 619-239-5601

MEMBERS OF THE FIRM:

 

• Richard E. Sparber
• Gary B. Rudolph
• Richard J. Annen
• Todd R. Gabriel
• Melvin E. Morris  
• Michael Jacobs  
• James F. Lewin  

Richard Sparber, Partner
Richard Sparber founder of SPARBER RUDOLPH ANNEN, graduated from California Western School of Law in 1972, and received a Masters of Law degree from New York University School of Law in 1974. Mr. Sparber is licensed to practice before all courts of the State of California and all federal courts. Mr. Sparber practices in the areas of Business and Real Estate transactions. He has extensive experience in general company representation and corporate law, finance mergers and acquisitions, corporate partnering, joint ventures and strategic alliances, private investment practice, federal and state securities law, intellectual property law, employment law, public and private law, environmental law, construction law and real estate brokerage law. Mr. Sparber is a member of the State Bar of California (Sections on Business, Corporations and Real Property) and San Diego County Bar Association and is a retired Captain in the USAF Reserve.

Gary Rudolph, Partner
Gary Rudolph is a 1981 graduate from the California Western School of Law in San Diego where he served as Editor and Staff Writer on its Law Review. Mr. Rudolph attended the American University in Washington, D.C. where he obtained Master of Science and Bachelor of Science degrees, with honors.

Mr. Rudolph has been a partner at SPARBER RUDOLPH ANNEN since 1994 and is the partner-in-charge of the Commercial, Bankruptcy & Receivership Practice Group. Mr. Rudolph has specialized in bankruptcy his entire legal career, including representing creditors, official unsecured creditor committees, bankruptcy trustees, consumer and individual Chapter 7 debtors, and Chapter 11 debtors in possession. Mr. Rudolph's representation also includes federal and state court receivers.

Mr. Rudolph is a frequent lecturer in San Diego on Bankruptcy related topics and has been a lecturer for the National Association of Bankruptcy Trustees.

Mr. Rudolph has served and qualified as a bankruptcy examiner and an expert witness in bankruptcy matters. Mr. Rudolph is also on the San Diego County Bankruptcy Mediation Panel and in 1991 he was awarded the designation of being the outstanding mediator by the judges of the United States Bankruptcy Court, Southern District of California.

Richard J. Annen, Partner
Richard J. Annen is the Managing Partner of Sparber Rudolph Annen and head of the firm's Litigation Department. He received his Juris Doctor and Master of Business degrees cum laude from the University of Notre Dame, where he was associate editor of the Notre Dame Law Review and received a Distinguished University Scholarship from the Notre Dame College of Business Administration. Mr. Annen received his B.B.A. magna cum laude from Western Michigan University.

Mr. Annen was admitted to the Michigan Bar in 1978, and to the California Bar in 1980. He is licensed to practice before all courts of the State of California and all federal courts, including the U.S. Court of Claims. He is a member of the San Diego County Bar Association, State Bar of California, the Association of Trial Lawyers of America, and the Association of Business Trial Lawyers.

Mr. Annen was a Senior Associate with the law firm of Rogers & Wells from 1980 through 1984, where he specialized in general business and real estate law and securities law. From 1984 through 1986, Mr. Annen was Executive Vice President and General Counsel of a San Diego-based real estate development and investment firm. In 1986, Mr. Annen joined Imperial Federal Savings Association, rising to the position of Executive Vice President and General Counsel, where he remained until 1991 when he re-entered private practice.

Mr. Annen has extensive experience in a wide range of complex civil litigation including commercial and business tort litigation, personal injury, and medical malpractice, and has had numerous jury and bench trials and participated in all forms of alternative dispute resolution. Mr. Annen is certified in trial advocacy by the National Board of Trial Advocacy. Mr. Annen also has substantial experience in the areas of commercial, securities, and real estate transactions.

Mr. Annen has represented the interests of insureds for many insurance companies, including Universal Underwriters, Chubb Insurance, and California Casualty Company. He has represented insurance carriers with respect to coverage issues, bad faith litigation, declaratory relief actions and comprehensive general liability policy issues. He has negotiated numerous multi-party settlements involving resolution of liability insurance issues in connection with settlement of underlying litigation and claims arising from real estate litigation, personal injury, professional and director and officer liability, products liability, and wrongful termination.

Todd Gabriel, Partner
Todd Gabriel received a Juris Doctors degree, with honors in legal writing and research, from the University of San Diego School of Law, and a Bachelor of Arts degree, with honors, from the University of California, San Diego. He has extensive experience in the areas of Litigation, Real Estate, and Insurance including commercial real estate, business litigation, professional malpractice, breach of contract, copyright infringement, unfair competition, misappropriation of trade secrets, product liability, and insurance bad faith.

Mr. Gabriel has years of experience in all forms of dispute resolution from trial of cases, pre-trial settlements, arbitrations, mediations, and appeals. He has given lectures and seminars on a variety of legal topics relating to business and commercial real estate.

Melvin Morris, Associate
Melvin Morris is a member of the Business, Real Estate andCommercial, Bankruptcy & Receivership Practice Groups. Mr. Morris received his undergraduate education at Columbia University in New York, and his Juris Doctor degree from the University of Missouri at Kansas City. Mr. Morris has been a practicing attorney in the State of California since 1984.

Mr. Morris has extensive experience in real estate, business, finance and bankruptcy law. As a member of the Business and Real Estate Practice Groups, Mr. Morris is regularly involved in such matters as business entity formation, securities offerings, employer-employee relations, real estate purchase and sale transactions, commercial leases and government contracts.

Michael W. Jacobs, Associate
Michael W. Jacobs has practiced extensively in the areas of Medical Malpractice, Product Liability, Personal Injury, Construction Law and Real Estate matters. Mr. Jacobs also has extensive experience with the Americans with Disabilities Act, handling both litigation and assisting clients with ADA compliance surveys.

Mr. Jacobs earned his Juris Doctor degree at the University of San Diego School of Law and was admitted to the State Bar of California in 1994, after graduating from San Diego State University with a Bachelor of Arts and Sciences in Accounting and working at a Big Six public accounting firm. Mr. Jacobs handles all aspects of civil litigation, including trial, arbitration and mediation. Mr. Jacobs is a member of the State Bar of California, Defense Research Institute and is a licensed Real Estate Broker.

James F. Lewin, Associate
James F. Lewin practices in the areas of bankruptcy, creditor's rights and commercial litigation. He has represented numerous financial institutions including banks, mortgage servicers, credit unions and foreclosure trustees. He also has experience representing the interests of insureds for insurance companies and government entities in tort liability cases.

Mr. Lewin is a 1986 graduate from the Southwestern School of Law and received a Bachelor of Arts degree from the University of Colorado in 1982. He is licensed to practice before all courts of the State of California, the District of Columbia, the 9th Circuit Court of Appeals an the United States District Courts for the Central, Eastern, Northern and Southern Districts of California.

In the bankruptcy area, Mr. Lewin's experience includes preferential and fraudulent conveyance litigation, claims litigation, non-dischargeability actions, plan confirmation, valuation hearings and motions for relief from the automatic stay. With respect to commercial and creditor litigation, his experience includes receiverships, writs of attachment, writs of possession, workouts, and the defense of wrongful foreclosure actions. In the personal injury area, he has represented both plaintiffs and defendants in premises liability and automobile accident cases.

Mr. Lewin is a member of the San Diego County Bar Association and the California Bankruptcy Forum.