Business Transactions & Litigation

Strategic legal counsel for businesses at every stage of development

Overview

At Keosian Law LLP, our business transactions and litigation practice provides comprehensive legal solutions for entrepreneurs, startups, established businesses, and corporations across California. We combine sophisticated legal knowledge with practical business acumen to deliver effective counsel tailored to each client's unique needs and objectives.

Our corporate counsel team serves as trusted advisors throughout your business journey, from entity formation and contract negotiations to complex transactions and dispute resolution. We take the time to understand your business model, industry dynamics, and strategic goals, allowing us to provide contextually relevant legal guidance that supports your success.

Whether you're launching a new venture, growing an existing business, or navigating complex commercial disputes, our legal team offers the sophisticated counsel and personal attention necessary to protect your interests and advance your business objectives.

Our Business Law Services

• Business formation and entity selection
• Partnership and shareholder agreements
• Mergers and acquisitions
• Contract drafting and negotiation
• Commercial real estate transactions
• Franchise agreements and disputes
• Business succession planning
• Business dissolution and liquidation
• Joint ventures and strategic alliances
• Commercial lending and finance
• Regulatory compliance
• Business litigation and dispute resolution

Business Formation & Structure

Starting your business with the right legal foundation is critical for long-term success and protection. Our comprehensive formation services include:

Entity Selection & Formation

We guide entrepreneurs through the entity selection process, helping you choose the optimal structure (LLC, corporation, partnership, etc.) based on your specific needs for:

• Liability protection
• Tax efficiency
• Administrative requirements
• Investment flexibility
• Management structure preferences
• Future growth plans

Governance Documents

We draft and customize essential internal governance documents, including:

• Operating Agreements (LLCs) that clearly define member rights, responsibilities, distributions, and dispute resolution mechanisms
• Bylaws (Corporations) establishing corporate governance procedures, officer duties, and shareholder rights
• Partnership Agreements that address profit-sharing, decision-making authority, partner responsibilities, and exit strategies
• Shareholder Agreements covering voting rights, transfer restrictions, valuation methods, and buyout provisions

Compliance & Maintenance

We help maintain your business's legal standing by ensuring:

• Proper filing of formation documents with state agencies
• Compliance with initial and ongoing reporting requirements
• Development of corporate minutes and resolution systems
• Implementation of policies to maintain corporate/LLC formalities
• Guidance on regulatory compliance specific to your industry

Our goal is to create a solid legal foundation that protects your personal assets, establishes clear internal rules, and positions your business for sustainable growth while avoiding common pitfalls that can lead to disputes or liability issues.

Contracts & Commercial Agreements

Well-crafted contracts are essential for defining relationships, allocating risks, and providing remedies when problems arise. Our contract services include:

Contract Drafting & Review

We develop customized agreements that protect your interests while clearly defining the parties' rights and obligations:

• Customer/Client Agreements that establish service terms, payment conditions, and limitations of liability
• Vendor and Supplier Contracts addressing delivery requirements, quality standards, and dispute resolution
• Employment Agreements covering compensation, duties, confidentiality, and termination provisions
• Independent Contractor Agreements that properly classify workers and protect intellectual property
• Licensing Agreements for intellectual property and technology transfers
• Commercial Leases with favorable terms and adequate protections for your business interests
• Non-Disclosure and Confidentiality Agreements protecting sensitive business information
• Non-Compete and Non-Solicitation Agreements structured to be enforceable under California law

Contract Negotiation

We represent businesses in negotiations to secure favorable terms and protect against unforeseen risks:

• Identifying problematic clauses in proposed agreements
• Suggesting alternative language that better protects your interests
• Ensuring all key business terms are clearly documented
• Balancing legal protections with practical business considerations
• Developing fallback positions and compromise language for contested provisions

Contract Management

We help businesses implement systems to:

• Track contract obligations, deadlines, and renewal dates
• Develop standard contract templates for routine business relationships
• Update agreements to reflect changing legal requirements
• Address potential breaches and contract disputes effectively

Our approach to contract development combines thorough legal protection with practical business considerations, creating agreements that facilitate smooth business operations while providing clear remedies when problems arise.

Business Dispute Resolution & Litigation

When business disputes arise, we provide strategic representation focused on efficient resolution while protecting your commercial interests:

Litigation Services

Our experienced business litigators represent clients in state and federal courts in matters including:

• Breach of Contract Claims arising from commercial agreements, leases, employment contracts, and service agreements
• Partnership and Shareholder Disputes involving governance issues, fiduciary duties, or business dissolution
• Business Tort Actions such as fraud, misrepresentation, interference with contracts, or unfair competition
• Employment Litigation including wrongful termination, discrimination, harassment, and wage disputes
• Intellectual Property Disputes involving copyright, trademark, patent, or trade secret misappropriation
• Real Estate and Construction Disputes related to commercial properties and development projects

Alternative Dispute Resolution

We often help clients resolve disputes outside of court through:

• Negotiated Settlements that achieve business objectives while avoiding costly litigation
• Mediation with experienced neutrals who can facilitate productive resolution discussions
• Arbitration when contracts specify binding alternative dispute forums

Strategic Approach

Our dispute resolution strategy is characterized by:

• Early Case Assessment to identify strengths, weaknesses, and optimal resolution paths
• Business-Focused Solutions that consider commercial relationships and practical outcomes
• Cost-Benefit Analysis to ensure litigation decisions align with business objectives
• Aggressive Advocacy when necessary to protect critical business interests
• Creative Problem-Solving to find mutually beneficial solutions when possible

Whether through negotiation, alternative dispute resolution, or court proceedings, our goal is to resolve business conflicts efficiently while protecting your commercial interests and allowing you to focus on running your business.

Frequently Asked Questions

Find answers to common questions about our legal services and processes.

What factors should I consider when choosing a business entity?

• Liability Protection: How much personal asset protection do you need?
• Tax Implications: Different entities have different tax treatments (pass-through vs. double taxation)
• Management Structure: Who will control decision-making and operations?
• Capital Requirements: How will the business raise capital, and what structure best supports this?
• Administrative Requirements: Consider ongoing compliance requirements and costs
• Growth Plans: Will your chosen structure accommodate future expansion or transitions?
• Industry-Specific Considerations: Some industries have regulations that favor certain structures

How can I protect my business during a contract negotiation?

• Clearly define each party's obligations, deliverables, and performance standards
• Include specific dispute resolution procedures and remedies for breach
• Address intellectual property ownership and confidentiality
• Add appropriate indemnification provisions to allocate risk
• Specify conditions for contract termination, renewal, or modification
• Include force majeure clauses for unforeseen circumstances
• Set reasonable limitations of liability
• Clarify payment terms, schedules, and consequences for late payment

What due diligence should I conduct before acquiring a business?

• Financial Review: Examine financial statements, tax returns, accounts receivable/payable, revenue projections, and debt obligations
• Legal Assessment: Review contracts, leases, employment agreements, litigation history, and potential legal liabilities
• Operational Analysis: Evaluate business systems, procedures, technology infrastructure, and operational efficiencies
• Customer Base: Analyze customer concentration, relationships, and retention rates
• Competitive Position: Assess market share, competitive advantages, and industry trends
• Human Resources: Review employee agreements, compensation structures, benefits, and culture
• Intellectual Property: Verify ownership and protection of trademarks, patents, copyrights, and trade secrets
• Regulatory Compliance: Confirm compliance with applicable laws and regulations

What's the difference between litigation and alternative dispute resolution for business disputes?

• Formal court process with structured rules of evidence and procedure
• Public proceedings with potential publicity
• Judge or jury makes binding decisions
• Typically more expensive and time-consuming
• Includes formal discovery processes and witness testimony
• Clear appeal rights

• More flexible, informal processes
• Private and confidential proceedings
• Parties have more control over the process and outcomes (especially in mediation)
• Generally faster and less expensive than litigation
• May preserve business relationships better than adversarial litigation
• Limited appeal rights in arbitration

How should I structure a business succession plan?

• Leadership Transition: Identify and develop future leaders through mentoring and progressive responsibility
• Ownership Transfer: Determine mechanisms for transferring ownership (sale, gift, inheritance)
• Valuation Methods: Establish agreed-upon methods for valuing the business
• Funding Strategy: Create funding mechanisms (life insurance, installment payments, earn-outs)
• Tax Considerations: Structure the transition to minimize tax implications
• Timeline: Develop clear timelines with contingencies for unexpected events
• Governance Structure: Define how decisions will be made during and after transition
• Integration with Personal Estate Plan: Ensure alignment with the owner's personal estate planning

What are some common legal mistakes made by startups?

• Improper Entity Formation: Choosing the wrong entity type or neglecting formal formation
• Unclear Founder Agreements: Failing to document ownership percentages, roles, and exit provisions
• Intellectual Property Oversights: Not securing ownership of IP or failing to protect valuable assets
• Inadequate Contracts: Using generic templates instead of customized agreements
• Securities Law Violations: Improper fundraising methods that violate securities regulations
• Employment Misclassifications: Incorrectly classifying workers as contractors instead of employees
• Neglecting Regulatory Compliance: Overlooking industry-specific regulations
• Poor Corporate Record-Keeping: Failing to maintain required corporate formalities

Client Testimonials

See what our clients have to say about our legal services and results.

"Keosian Law guided us through a complex business acquisition, identifying potential liabilities we hadn't considered and structuring the deal to protect our interests. Their attention to detail was invaluable."

Thomas A.

CEO, Technology Company

"When expanding our family business, we needed help creating partnership agreements that would prevent future conflicts. The team at Keosian Law created perfectly tailored documents that have given us peace of mind."

Linda S.

Owner, Family Business

"After a dispute with a former business partner threatened our company, Keosian Law negotiated a resolution that protected our intellectual property and allowed us to continue operations with minimal disruption."

Mark J.

Founder, Marketing Agency