Practice Areas and Legal Definitions


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.

Intellectual Property:
The term "intellectual property" refers to a "creation of the intellect" that has commercial value, such as copyrighted literary or artistic works, and ideational property, such as patents, appellations of origin, business methods, names, images, and designs used in commerce and in industrial processes.

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.

Succession planning:
Succession planning is the process of identifying and grooming suitable replacements, through mentoring and training, for such key company employees as a CEO upon the expiration of his or her term of office.

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.

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

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.

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.

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."

Mediation:
Mediation is one form of Alternative Dispute Resolution that is gaining in popularity in business litigation matters.  In this process the parties jointly select a mediator, usually a lawyer known by both sides to be honest and fair and, more importantly, known to have experience with the type of issues involved in the mediation. Each side submits written factual summaries to the mediator, together with any legal citations that seem appropriate.  

There is a meeting, usually at the mediator's office.  The mediator meets first with both sides, inquiring whether or not there has been any progress toward settlement, and if so, he or she may invite the parties to use his office to discuss the matter further.  If they decide to do that the mediator usually leaves the room for a time, to give both sides a chance to communicate freely.  Upon returning, if the parties have not reached any agreement, the mediator will meet with one side separately, commenting on that side's factual summary and legal citations, expressing an opinion as to the probable outcome if the issues are litigated, and finally, making a recommendation with regard to settlement.  Then the mediator meets with the other side, separately, and repeats the process.  The mediator gives both sides an opportunity to meet with their respective attorneys and discuss the mediator's interpretation of the case and settlement recommendations.  Then all come together again and the mediator attempts to urge both sides toward a common ground of settlement approximating the recommendation he or she has made.  Frequently, the parties will reach a settlement agreement, either on the terms recommended or upon some other and different terms.  The mediator has no authority to impose a settlement, so the parties remain free to resolve their dispute in court.

Arbitration:
Arbitration is a method of Alternative Dispute Resolution.  In this process, the parties jointly select a lawyer to act as arbitrator.  The idea is to choose someone with an outstanding reputation for personal and professional integrity, with heavy litigation experience involving cases similar to the one in which the parties are currently involved.  The parties may select either "binding" or "non-binding" arbitration.  Some lawyers discourage their clients from participating in "non-binding" arbitration, seeing futility in the expense and inconvenience of a process that may prove a waste of time.  Other attorneys discourage their clients from participating in "binding" arbitration, so that their options are preserved in the event of an unreasonable adverse ruling by the arbitrator.

Arbitration is more like a trial than is Mediation.  For one thing, in binding arbitration the arbitrator's decision is virtually the same as a judgment.  In both types, however, the arbitrator actually renders a decision, as opposed to simply making a recommendation.  Each side submits an arbitration brief, containing a summary of relevant facts, a list of the legal issues thought relevant, and reference to the applicable law.  There is a hearing in the nature of a trial, but much less formal.  It is usually held at the arbitrator's office.  Sworn testimony may be offered, subject to cross-examination.  The attorneys usually join in a stipulation agreeing that certain specified facts are not in dispute.

The rules of evidence are less rigorously applied in arbitration hearings than in trials.  Sometimes the arbitrator announces a decision at the end of the hearing, but more often, the case is taken under submission by the arbitrator, the decision being communicated by letter to both sides within a week or two.  The arbitration process takes a lot of pressure off the court system, and it has proven itself as an effective alternative method for the resolution of disputes.

Business Formation:
There really isn’t any need for legal counsel in forming a sole proprietorship, but other forms of business organization are a good deal more complicated and are best accomplished with the assistance of a lawyer.  These include the formation of partnerships, limited liability companies and corporations.

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 needs the assistance of an experienced Santa Barbara Business lawyer, call Rogers, Sheffield & Campbell, LLP today at 866-435-1784, or complete the contact form provided on the site to schedule a free telephone consultation.

If you or someone you know needs the assistance of an experienced Santa Barbara Business lawyer, call Rogers, Sheffield & Campbell, LLP today at 866-435-1784, or complete the contact form provided on the site to schedule a free consultation.

ADDRESS OF THE FIRM:
Rogers, Sheffield & Campbell, LLP
427 East Carrillo Street
Santa Barbara, CA 93121
Phone: 866-435-1784
Hours: M-F, 8:00AM-5:00PM

MEMBERS OF THE FIRM:

Attorney Scott B. Campbell

Since being admitted to practice law in 1980, Mr. Campbell has practiced almost exclusively in the fields of complex business litigation, including cases involving contracts, trade secrets, intellectual property and unfair competition and in real estate litigation. Mr. Campbell's practice places particular emphasis on commercial.  Mr. Campbell was lead trial and appellate counsel in a case which made an important law concerning foreclosure and bidding on all inclusive deeds of trust, and in an important National Environmental Protection Act case.  Mr. Campbell was lead trial counsel in Schlinger Foundation v. Smith, et al., in which he obtained a jury verdict of $35,036,141 for the plaintiff..

Mr. Campbell graduated magna cum laude from the University of San Diego School of Law in 1980, where he was a member of Law Review. Since graduation, he has been associated with the San Bernardino law firm of Gresham, Varner, Savage, Nolan & Tilden and the Santa Barbara lender liability firm of Cappello & Foley. Mr. Campbell joined the law firm of Rogers & Sheffield, LLP as a Partner in 1989.

Areas of Practice:

• Arbitration
• Business & Commercial Law
• Litigation & Appeals
• Real Estate Law

Bar Admissions:

• California, 1980
• U.S. District Court Eastern District of California, 1982
• U.S. Court of Appeals 3rd Circuit, 1982
• U.S. Court of Appeals 9th Circuit, 1988

Education:

• University of San Diego School of Law, San Diego, California, 1980 (J.D., Doctor of Jurisprudence, Honors: Magna Cum Laude, Law Review: University of San Diego Law Review, 1978 - 1980)
• University of Arizona, Tucson, Arizona, 1977 (B.A., Bachelor of Arts Major: History)

Attorney William K. Rogers

Mr. William Rogers was born in Tucson, Arizona. He was admitted to the California Bar in 1968, after receiving his LL.B. degree from Duke University Law School in 1967 and his B.A. from the University of Arizona. He specializes in corporate and business law matters, business and commercial negotiations, syndications, real estate, land use planning and development.

Mr. Rogers served on the Santa Barbara Harbor Commission for thirteen years. He is currently working on a wetlands enhancement and enlargement project in the San Joaquin Valley of California, and is a Director and General Counsel for the Tulare Basin Wetlands Association.

Areas of Practice:

• Contracts and Negotiations
• Business Organization Formation, Purchase/Sale, Mergers and Acquisitions
• Real Estate Law

Bar Admissions:

• California, 1968
• U.S. District Court Eastern District of California, 1968

Education:

• Duke University School of Law, Durham, North Carolina, 1967 (LL.B., Bachelor of Law; Law Review: Duke Law Review, 1965 - 1967)
• University of Arizona, Tucson, Arizona, 1964 (B.A., Bachelor of Arts, Major: Liberal Arts)

Attorney Homer G. Sheffield Jr.

Mr. Sheffield received his B.A. Degree from Duke University in 1962, where he was an Angier B. Duke Scholar. After a tour of active duty as a Naval Officer in the Pacific and South China Sea, Mr. Sheffield returned to Duke Law School where he received his J.D. Degree in 1967. After practicing with the Los Angeles tax firm of Willis, Butler & Scheifly, Mr. Sheffield moved to Santa Barbara and was one of the founding partners of his present firm, Rogers & Sheffield, LLP.

Mr. Sheffield has been a Certified Tax Specialist in California since 1975. His practice specializes in advising corporations and partnerships, as well as personal probate, trust, estate and business succession planning.

He is a past Chairman of the Taxation and Probate Sections of the Santa Barbara County Bar Association and is a member of the State Bar Associations of California and Georgia. Additionally, Mr. Sheffield has served as Director of the Santa Barbara Symphony, Santa Barbara University Club, Direct Relief International, Vietnam Veterans Association, The Friendship Center and the Montecito Trails Foundation.

Areas of Practice:

• Taxation Law
• Trusts
• Probate & Estate Administration
• Business Organizations
• Partnerships

Certification/Specialties:

• Taxation, California State Bar, 1973

Bar Admissions:

• Georgia, 1966
• California, 1968

Education:

• Duke University School of Law, Durham, North Carolina, 1967 (J.D., Doctor of Jurisprudence, Honors:Academic Scholarship)
• Duke University, Durham, North Carolina, 1962(B.A., Bachelor of Arts, Honors: Angier B. Duke Scholarship, Major: Political Science)

Attorney Philip I. Moncharsh

Mr. Moncharsh has been a trial lawyer and litigation specialist since his admission to the Bar in 1973. He has successfully argued hundreds of cases to verdict in all State courts, including the California Supreme Court, as well as in Federal courts throughout the State. Mr. Moncharsh concentrates his practice in the areas of complex business and corporate disputes, insurance litigation and coverage issues, representation and counseling of public agencies and nonprofit organizations, personal injury, product liability and professional negligence matters, civil trials and appeals.

Mr. Moncharsh serves as a court-appointed Arbitrator for the Ventura and Santa Barbara County Superior Courts, has sat as a Judge Pro Tem since 1992, and is a long time member of the American, California, Santa Barbara, Ventura and Los Angeles Trial Lawyers Associations. He graduated in 1970 from Yale University and received his J.D. in 1973 from The Columbia University School of Law. He served as President of the Ojai Valley Land Conservancy for five years and is past President of the Yale Club of Santa Barbara, Ventura and San Luis Obispo Counties.

He has personally counseled the Ojai Community Hospital Board, Ojai Music Festival, Committee for Environmental Education, Ventura County Media Network and Citizens for Responsible Government, and served as advisor to the Ojai City Council.

Areas of Practice:

• Civil Litigation & Appeals
• Personal Injury -- Plaintiff & Defense
• Insurance Law
• Business Organization
• Contracts
• Probate, Estate & Trust Litigation

Bar Admissions:

• California, 1973
• U.S. Court of Appeals 9th Circuit, 1981
• U.S. District Court Central District of California, 1979

Education:

• Columbia Law School, New York, New York, 1973 (J.D., Doctor of Jurisprudence Honors: With Honors)
• Yale University, New Haven, Connecticut, 1970 (B.A., Bachelor of Arts Honors: With Honors Major: Political Science)

Professional Associations and Memberships:

• American Trial Lawyers Association
• California Trial Lawyers Association / CAOC
• The State Bar of California
• Santa Barbara County Bar Association
• Ventura County Bar Association
• Ventura County Trial Lawyers Association
• Los Angeles County Bar Association
• Los Angeles Trial Lawyers Association

Attorney Peter A. Muzinich

Mr. Muzinich received his B.A. in Business Economics from the University of California at Santa Barbara (UCSB) in 1993 where he also served as chairman of the Finance-Investment Committee for the Associated Students. Mr. Muzinich received his J.D. Degree and LL.M. in Taxation from the University of San Diego . While at the University of San Diego , he assisted law professor, C. Hugh Friedman, amend and update the Rutter Group practice guide on Corporations for two consecutive years.

Mr. Muzinich has passed the California Legal Specialization examination in Taxation and is in the process of completing the application process to be a Certified Specialist in Taxation. He has served as the Chairman of the Tax Section of the Santa Barbara County Bar Association for the past four years. Mr. Muzinich is active in various community organizations including Toastmasters, the Channel City Club, and the Southern California Land Rover Club.

Mr. Muzinich was previously a member of the corporate and tax departments of the national law firm of Sheppard, Mullin, Richter & Hampton, LLP. Mr. Muzinich focuses his practice on a wide variety of business, tax and transactional matters from advising start-up businesses as to choice of entity considerations to assisting established businesses with mergers and acquisitions. Mr. Muzinich also handles real estate transactions, controversy matters with the Internal Revenue Service and Franchise Tax Board and estate planning from basic living trusts to sophisticated estate plans involving family limited partnerships and limited liability companies.

Mr. Muzinich is available to give presentations concerning estate planning, tax issues and business planning with advance notice.

Areas of Practice:

• Taxation Law
• Estate Planning and Probate
• Business Entity Law (LLCs, Partnerships, and Corporations)
• Mergers and Acquisitions
• Real Estate Law

Bar Admissions:

• California, 1997
• U.S. Tax Court

Education:

• University of San Diego School of Law, San Diego, California, 1997, J.D.
• University of San Diego, 1997, LL.M. Taxation

Attorney Stephen W. Erickson

Mr. Erickson was born in Santa Barbara, California . He was admitted to the California Bar in 1999, after receiving his J.D. degree from University of California Hastings College of the Law (Hastings) in 1998 and his B.A. from the University of California at Santa Barbara (UCSB) in 1994. While at Hastings , Mr. Erickson received the American Jurisprudence Award for Wills and Trusts in 1998. While at UCSB, Mr. Erickson received Dean's Honors in 1993-1994, and served as a Judicial Extern to the Honorable Robin L. Riblet, United States Bankruptcy Judge, Central District of California, in 1997.

Mr. Erickson's practice areas include corporate and business law matters, business and commercial negotiations, real estate, land use planning and development, estate planning, employment law, and internet law. Mr. Erickson serves clients throughout Santa Barbara, San Luis Obispo, Monterey, Ventura, and Los Angeles counties.

Bar Admissions:

• California, 1999
• U.S. District Court  Central District of California, 2003

Education:

• University of California, Hastings College of the Law, San Francisco, California, 1998 (J.D. Honors: American Jurisprudence Award for Wills and Trust, 1998)
• University of California at Santa Barbara (UCSB), 1994 (B.A., English and Environmental Studies Honors: Dean's Honors in 1993-1994)

Attorney Fred Furst

Mr. Furst has over 22 years of experience prosecuting and defending civil cases encompassing a broad spectrum of law, including contract and real estate disputes, trust and estate cases, partnership and corporate disputes, consumer and securities litigation, civil racketeering cases, patent disputes and class actions.

Areas of Practice:

• Civil Litigation
• Complex Business Litigation

Litigation Percentage:

• 100% of Practice Devoted to Litigation

Bar Admissions:

• California, 1983
• Oregon, 1993
• U.S. District Court Northern District of California, 1984
• U.S. District Court Southern District of California, 1984
• U.S. District Court Eastern District of California, 1986
• Colorado, 1994
• U.S. District Court District of Colorado, 1994
• U.S. District Court Central District of California, 2005

Education:

• University of California, Hastings College of the Law, San Francisco, California, 1983 ( J.D. Honors: Order of the Coif Law Review: Hastings International and Comparative Law Review, 1982)
• University of Pittsburgh, Pittsburgh, Pennsylvania, 1980 (B.A. Honors: High Honors Major: Business and Economics Major: Political Science)