Business Formations - Business Dissolutions
 
 








Business Transaction Attorneys • Litigation Attorneys


Corporate Attorneys

Mergers and Acquisitions

BusinessFormations.net

 


• Corporations • Limited Liabilty Companies (LLCs)
• Limited Partnerships • Limited Liability Partnerships (LLPs)
• Family Limited Partnerships • General Partnerships
• Professional Corporations • Non-Profit Corporations


The business - corporate attorneys with Michael T. Chulak & Associates form individually designed business entities for clients while providing essential legal advice. We represent clients throughout California including the following areas:

• Thousand Oaks • Westlake Village • Simi Valley
• Agoura Hills • Calabasas • Moorpark
• Oak Park • Newbury Park • Oxnard
• Camarillo • Ventura • Santa Rosa Valley

Remember, only an attorney licensed in your state can provide legal advice regarding:
  1. The type of entity best suited for your business,

  2. Asset protection strategies,

  3. Estate planning considerations,

  4. Franchise issues,

  5. Employee - independent contractor law,

  6. Piercing the Corporate Veil,

  7. Minority Shareholder Oppression

  8. Copyright - Trademark Infringement

  9. Government Regulations

  10. Business Reorganizations

  11. Due Diligence Investigations

  12. Documents such as:

• Agency Agreements • Indemnification Agreements
• Arbitration Agreements • Independent Contractor Agreements
• Articles of Incorporation • Limited Partnership Agreements
• Asset Purchase - Sales Agreements • LLCs
• Buy - Sell Agreements • LLPs
• Bylaws • Loan Agreements, SBA Loans
• Commercial Leases • Management Agreements
• Confidentiality Agreements • Mediation Agreements
• Construction Contracts • Operating Agreements
• Consulting Contracts • Partnership Agreements
• Corporate Minutes • Partnership Resolutions
• Corporate Resolutions • Promissory Notes and Deeds of Trust
• Employee Handbooks • Redemption Agreements
• Employment Agreements • Settlement Agreements
• Franchise Agreements • Shareholder Agreements
• Guarantees • Sublease Agreements
   

Unlike non - attorney document preparation services, Michael T. Chulak & Associates will not simply provide you with a fill in the blanks form document and then send you out the door without legal advice. We will provide you with sound legal advice and an individually designed business entity or document that best meets your specific needs.  Good legal advice results in fewer disputes and litigation.  Ask us about Joint Enterprise Liability, Piercing the Corporate Veil and the Alter Ego Doctrine. See our Business Formations Fee Schedule.

Most business owners will agree that the measure of an excellent business-corporate attorney is not his or her ability to make a list of potentially disastrous consequences every time you want to do something. That is not difficult to do. Attorneys are uniquely capable of frightening business owners. Excellent attorneys will listen carefully and will comprehend what you want to accomplish. He or she will then find a way to accomplish your goal legally, effectively and with the minimum amount of risk.

For information on franchises, please visit: What is a Franchise? and Franchise Questions and Answers.

Summary of Employee - IC Factors

Contact us when you can't afford a mistake.





Franchise Your Business

The attorneys with Michael T. Chulak & Associates can provide you with the legal services needed to franchise your business for a fixed legal fee. Payment plans are available and we may accept all or a part of your fee based upon barter. Call us to discuss your plans to develop a franchised business. Please visit: Ten Reasons to Franchise Your Business. Initial consultations are free.



Mergers and Acquisitions

The law firm of Michael T. Chulak & Associates can assist your franchised or non-franchised company successfully complete a merger or acquisition anywhere in Southern California. This may include assisting you in finding the right business to acquire, a suitable merger partner, raising equity and/or debt financing, and providing necessary legal services.

While the terms merger and acquisition are often used synonymously, the terms are not the same.

A merger takes place when two firms agree to combine into a single new company rather than remain separately owned and operated. When an acquisition takes place, one company remains in business while the other ceases to operate as a separate, business. While an acquisition, technically and legally results in the dissolution of the acquired firm, it is common for the management and employees of the acquired firm to become an important part of the firm that made the acquisition.

 

Mergers and Acquisitions

Mergers and acquisitions take place only when both parties believe the value of the combined firms will be worth more than the sum of the two firms operating separately. If value is created as a result of a merger or acquisition, the owners of both firms can profit by the transaction.

Some of the reasons cited for mergers and acquisitions include:

• Often the combined company can reduce its fixed costs by eliminating duplicate costs, operations, and departments. Operating costs as a percentage of gross income can usually be reduced, improving the bottom line.
   
• Often special knowledge and experience of the owners and/or senior managers can be put to greater and more profitable use with a larger business and more employees. This is a form of leverage.
   
• When a company is larger, its cash flow tends to be more stable because the number of transactions taking place during each accounting period usually increases.
   
• Additional locations help the company improve its service to existing clients / customers and attract new ones. Your company also becomes more visible which helps to attract new business. More locations result in geographical diversification which is also beneficial.
   

Mergers and Acquisitions Continued

 

Advantages of Making Business

Acquisitions with Stock

The stock of a corporation that has financial statements audited by an independent Certified Public Accounting firm, or a public company, can be used to acquire other businesses including competitors.

Acquiring stock in a corporation that is generating consistent earnings and that is increasing in book and/or market value per share, may be more valuable to the seller of a business than cash. The issuance of stock to the seller of a business clearly has advantages to the buyer as well.

Following are some of the advantages and disadvantages to buyers and sellers of businesses when stock of the buyer’s corporation is used as all or a substantial part of the purchase price:

Advantages to the Acquiring Business:

• Cash is conserved. The acquisition is made without cash; and
   
• Borrowing funds is unnecessary which means that principle and interest payments can be avoided.
   

Disadvantages to the Acquiring Business:

• The ownership interest of the shareholders is diluted as a percentage;
   
• The seller of the business acquires a degree of control in the combined business through the ownership of his or her stock; and
   
• Using stock may require paying a higher price for the business.
   

Advantages to the Seller of the Business:

• The seller acquires an ownership interest in the combined business which may be highly profitable;
   
• The seller may be able to obtain a substantially higher price in consideration of forgoing a cash down payment; and
   
• The seller may be able to obtain a substantially higher price in consideration of accepting stock instead of a secured promissory note that pays fixed principal and interest payments.
   

Disadvantages to the Seller of the Business:

• The seller does not receive cash; and
   
• The seller does not receive a note with fixed monthly payments.
   

The value placed on the stock of the seller’s corporation (by both the seller and buyer) will vary depending upon many factors including but not limited to the following:

• Does the corporation have a track record of paying dividends and are dividends projected to be paid in the future?
   
• Is the income being generated by the corporation reliable or does it fluctuate materially from month to month?
   
• How easily can the stock be sold? Is there a market for the stock?
   
• Are the financial statements of the corporation audited by an independent CPA firm and is the auditor’s opinion unqualified?
   
• Is the stock voting stock or non-voting stock?
   
• Does the stock receive any preferences?
   
• Will the combined business result in substantial growth and/or operating cost savings of as a result of the synergy developed?
   

The law firm of Michael T. Chulak & Associates represents buyers and sellers of businesses and the assets of businesses. We also represent business opportunity brokers throughout Southern California.

 

 

 

 

 

Acquire Stock with IRA - 401K Funds










Selecting Corporate Directors

How to Attract Valuable Corporate Board Members

 

Why corporate directors can be valuable.

Corporate directors may have the ability to:

• Refer and help develop new business clients;
   
• Share their special expertise with the board and management;
• Add to the confidence of those that provide credit to the firm;
   
• Provide access to valuable contacts (including politicalcontacts) in the community;
   
• Add to the prestige of the firm because of their reputation, status, and accomplishments;
   
• Provide leadership and solid judgment, thus helping the board to make good decisions; and
   
• Assist in raising capital for expansion or new projects.
   

Why would a person serve as a corporate director?

• Compensation in the form of money, stock, and / or stock options;
   
• The opportunity to serve others by sharing their knowledge, business experience, contacts, and overall expertise;
   
• To increase their contacts for the purpose of increasing their own business; and
   
• Possibly to add to their own prestige, reputation, and status in the business community.
   

What type of person makes a good corporate director?

•  Certified Public Accountants;
   
•  Attorneys with business / corporate experience;
   
•  Bankers (Sr. V.P. or above);
   
•  Owners of business publications;
   
•  Successful CEOs;
   
•  Experienced directors of other corporations; and
   
•  Business executives with integrity, excellent judgment, a track record of financial success, no conflicts of interest, leadership skills, and the time required to perform.
   

What do corporate directors want?

•  Directors and Officers Liability Insurance;
   
•  Access to all relevant information so they can make informed decisions; and
   
•  An Indemnification and Hold-Harmless Agreement for all liabilities.
   



Outside or Independent Directors

Outside directors or independent directors are directors of a corporation who do not have a direct or indirect material or pecuniary relationship with the firm (or anyone closely related to the firm), other than receiving a fee for serving as a director. Outside or independent directors can not be shareholders, employees, or officers of the company or any of its subsidiaries. The New York Stock Exchange and Nasdaq Exchange require that a majority of directors be independent. Non-listed corporations are not required to follow this rule, but it is generally prudent to do so.

Non-executive directors are often referred to as outside directors but there is a difference. While non-executive directors are not part of the management team, they may be shareholders of the corporation which has the effect of making them less than fully independent.

Having outside directors tends to increase the confidence of shareholders and lenders and often results in higher stock values.

If your corporation or non-profit corporation is in need of recruiting a qualified outside director or non-executive director, we may be able to assist you.




Corporate General Counsel Services

Inhouse General Counsel           •          Outside General Counsel

The General Counsel of a corporation or other legal entity is the chief attorney for the firm. The General Counsel may be a full time inhouse officer of the firm, or may be a part-time outside attorney who provides general counsel services including the following:

•  Providing legal advice regarding compliance with all laws affecting the business;
   
•  Negotiating, drafting and / or approving contracts, for use by the company;
   
•  Overseeing all areas of risk management including insurance, indemnification contracts, and settlements of disputes;
   
•  Advising on employment policies and procedures, hiring employees, terminating employment relationships, confidentiality agreements, and non-disclosure agreements;
   
•  Providing advice on how best to protect company assets including intellectual property; and
   
•  Representing the firm in mediations, arbitrations and litigation, or managing these activities for the firm.
   

Our business-corporate attorneys are available to provide part-time outside general counsel services for small and medium sized corporations and other business entities.

 

Business Startup Checklist

Following is a business startup checklist to assist in developing a new business. Not all items listed apply to every business. There may be items you will want to consider that are not listed.

• ADA Compliance (Americans with Disabilities) Act • Insurance - Workers' Compensation
       
• Advertising Plan • Job Descriptions - Written
       
• Advertising Promotional Items • Kitchen Supplies
       
• Agent for Service of Process • License - City or County
       
• Alcoholic Beverage Permit • License - Professional
       
• Bank Account • Line of Credit
       
• Barter - Direct • Mail Announcements
       
• Barter Exchange • Merchants Association
       
• Budget • Name of Business
       
• Building Permit • Neighborhood Watch
       
• Business Credit Card • Non Compete Agreement
       
• Business Directories - Listings • Obtain Federal Tax I.D. Number
       
• Business / Marketing Plan • Obtain Registered Agent
       
• Chamber of Commerce Membership, Open House • Obtain State BOE Resale Permit
       
• Cleaning Service • Office / Retail Lease
       
• Computer Backup System • Office Supplies
       
• Computers, Printers • Order Business Cards, Letterhead, Envelopes, Brochures
       
• Confidentiality Agreement • Payroll Service
       
• Contracts - Standard Forms • Phone Equipment - Purchase or Lease
       
• Copy Machine • Phone Lines
       
• Coupons • Policies and Procedures Manual
       
• Credit Card Merchant Account • Postage Machine
       
• Design Business Cards, Letterhead, Envelopes, Brochure • Press Release
       
• Determine Advisory Board • Professional Associations
       
• Determine Board of Directors • Purchase Inventory
       
• Determine Location of Business • Research - Competitors
       
• Employee Handbook • Safe, Cash Register
       
• Employment Agreement • Scanner
       
• Equipment - Lease • Security Guard - Cash Pickups
       
• Equipment - Purchase • Select Accountant
       
• Establish Prices For Your Products / Services • Select Attorney
       
• Fax Machine • Select Commercial Bank
       
• File Fictitious Business Name Statement (DBA) • Select Form of Business Entity - Form It
       
• Financing • Security Alarm / Monitoring
       
• Fire Department Permits • Set up Accounting System, Billing System
   
• Fixtures - Purchase • Shareholders Agreement (Buy - Sell)
       
• Forms - Approved For Use • Sign Permits
       
• Franchise Compliance Checklist • Signs
       
• Furniture - Purchase or Lease • Small Claims Filing Service
       
• Grand Opening • Start-up Capital
   
• Health Permit • Surveillance Cameras
       
• Hire Employees and / or Independent Contractors • Tenant Leasing Agent
       
• Independent Contractor Agreement • Trademark Registrations
       
• Insurance - Directors and Officers (D&O) • Trade Organizations
       
• Insurance - Health • Train Employees
       
• Insurance - Liability • Website Design and Construction
       
• Insurance - Property • Zoning Limitations
       
       


Ideas to Expand Your Business

Home Business Ideas

Existing Businesses Started During The Great Depression





Chinese Business Owners

Chinese Investors

Our firm is available to assist Chinese businesses form and legally operate U.S. business operations in Southern California. We have attorneys that speak and write Mandarin Chinese and a non-attorney member of our staff who speaks both Mandarin and the dialect used in Wenzhou, China. In addition to business matters, we can provide legal services in the areas of immigration, employment, construction, and real estate, including commercial leases. We can also refer you to other professionals. We do not charge a fee for initial consultations.

 

Formation of Commercial Banks, Credit Unions

and other Financial Institutions

If you are planning to form a commercial bank, credit union, or other financial institution, anywhere in Southern California, please call us for a no-cost initial consultation. We can provide legal advice in many relevant areas of the law and may be able to assist you in raising some of the required initial capital and in securing sources of low cost initial deposits. We can also assist you in developing sound underwriting procedures for originating and selling, if desired, all types of real estate loans.

 

Small Business Facts

According to the Small Business Administration (SBA), small businesses in the United States:

• Represent 99.7% of all employer firms,
   
• Employ more than 50% of all private sector employees,
   
• Pay 44% of total U.S. private payroll dollars, and
   
• Have created 64% of all new jobs over the last 15 years.
   
• Our laws are getting more complex than ever before.
   
• 60.9% of businesses have fewer than 5 employees.
   
• 78.6% of businesses have fewer than 10 employees.
   
• 89.3% of businesses have fewer than 20 employees.
   
• 98.2% of businesses have fewer than 100 employees.
   
• 68% of small businesses are taxed as individuals because they are unincorporated.
   


Entrepreneurs Wanted

We are seeking first time entrepreneurs who are serious about starting a new business. We are business - corporate attorneys and can help you get started in developing a successful enterprise. We offer no-cost initial consultations.



National Federation of Independent Business

The National Federation of Independent Business (NFIB), established in 1943, is a non-profit lobbying organization that concentrates its focus on the impact of state and federal legislation on businesses. The NFIB is a strong supporter of the free market system and has a political action committee called Save America's Free Enterprise Trust. The NFIB has offices in Washington D.C. And all fifty state capitals. The organization is headquartered in Nashville, Tennessee and has a membership exceeding 350,000. Their website is: NFIB.com. We are supporters of the NFIB and encourage your support.



Disclaimer

The information presented on this site was prepared for general information purposes only and does not constitute legal advice. It should not be relied upon as a substitute for consulting with a licensed attorney in your state. The law is constantly changing. In addition, the information presented may not be up – to – date or 100% complete. Our attorneys are licensed to practice law in California and seek to represent clients only in California. Sending us an email or other communication does not create an attorney – client relationship. Only signing a retainer agreement will establish an attorney – client relationship. This is an advertisement.



Areas Served:
Los Angeles County:

Acton, Agoura, Agoura Hills, Agua Dulce, Alhambra, Altadena, Arcadia, Arleta, Artesia, Avalon, Azusa, Baldwin Hills, Baldwin Park, Bassett, Bell, Bell Canyon, Bell Gardens, Bellflower, Beverly Hills, Bouquet Canyon, Box Canyon, Burbank, Calabasas, Calabasas Hills, Canoga Park, Canyon Country, Carson, Castaic, Century City, Cerritos, Chatsworth, Claremont, Commerce, Compton, Covina, Cudahy, Crystalaire, Culver City, Del Sur, Diamond Bar, Downey, Duarte, East Los Angeles, East Rancho Dominguez, El Monte, El Segundo, Encino, Firestone Park, Flintridge, Gardena, Glassell, Glassell Park, Glendale, Glendora, Granada Hills, Hacienda Heights, Hawaiian Gardens, Hansen Dam, Hawthorne, Hermosa Beach, Hidden Hills, Highland Park, Hollywood, Huntington Park, Industry, Inglewood, Irwindale, La Canada Flintridge, La Crescenta- Montrose, La Habra Heights, La Mirada, La Puente, La Verne, La Canada, Lake Hughes, Lake Los Angeles, Lake View Terrace, Lakewood, Lancaster, Lawndale, Leimert Park, Lennox, Leona Valley, Lincoln Heights, Littlerock, Lomita, Long Beach, Los Angeles, Lynwood, Malibu, Manhattan Beach, Marina Del Rey, Maywood, Mission Hills, Monrovia, Monte Nido, Montebello, Monterey Park, Mount Baldy, Mount Wilson, Newhall, North El Monte, North Hills, North Hollywood, Northridge, Norwalk, Pacoima, Palisades, Palmdale, Paramount, Pearblossom, Pico Rivera, Pomona, Quartz Hill, Rancho Dominguez, Rancho Palos Verdes, Rancho Park, Redondo Beach, Reseda, Ritter Ranch, Rolling Hills, Rolling Hills Estates, Rosemead, San Dimas, San Fernando, San Gabriel, San Marino, San Pedro, Santa Clarita, Santa Fe Springs, Santa Monica, Saratoga Hills, Saugus, Sherman Oaks, Sierra Madre, Signal Hill, South El Monte, South Gate, South Pasadena, Stevenson Ranch, Studio City, Sun Valley, Sun Village, Tarzana, Temple City, Toluca Lake, Topanga, Torrance, Tujunga, Universal City, Val Verde, Valencia, Valley Village, Van Nuys, Venice, Vernon, Walnut, Walnut Park, West Covina, West Hills, West Hollywood, West Los Angeles, West Toluca Lake, Westchester, Whittier, Wilmington, Windsor Hills, Winnetka, Woodland Hills.

Ventura County:

Camarillo, Channel Islands, Faria Beach, Fillmore, Moorpark, Newbury Park, Oak Park, Oak View, Ojai, Oxnard, Port Hueneme, Santa Paula, Saticoy, Somis, Simi Valley, Thousand Oaks, Ventura (San Buenaventura), Westlake Village.

Orange County:

Aliso Viejo, Anaheim, Balboa Island, Brea, Buena Park, Corona Island, Costa Mesa, Cypress, Dana Point, Foothill Ranch, Fountain Valley, Fullerton, Garden Grove, Huntington Beach, Irvine, La Habra, La Palma, Ladera Ranch, Laguna Beach, Laguna Hills, Laguna Niguel, Laguna Woods, Lake Forrest, Los Alamitos, Mission Viejo, Newport Beach, Newport Coast, Orange, Placentia, Rossmoor, San Clemente, San Juan Capistrano, Santa Ana, Santa Ana Heights, Seal Beach, Stanton, Tustin, Tustin Foothills, Villa Park, Westminster, Yorba Linda.

San Bernardino County:

Adelanto, Apple Valley, Barstow, Big Bear, Big Bear City, Chino, Chino Hills, Colton, Crestline, Fontana, Grand Terrace, Hesperia, Highland, Joshua Tree, Lake Arrowhead, Landers, Loma Linda, Montclair, Morongo Valley, Needles, Ontario, Rancho Cucamonga, Redlands, Rialto, Running Springs, San Bernardino, Twentynine Palms, Upland, Victorville, Yucaipa, Yucca Valley.

Riverside County:

Anza, Banning, Beaumont, Bermuda Dunes, Blythe, Cabazon, Calimesa, Canyon Lake, Cathedral City, Cherry Valley, Coachella, Corona, Desert Hot Springs, East Blythe, East Hemet, El Cerrito, Glen Avon, Hemet, Highgrove, Home Gardens, Homeland, Idyllwild-Pine Cove, Indian Wells, Indio, La Quinta, Lake Elsinore, Lakeland Village, Lakeview, Mecca, Mira Loma, Moreno Valley, Murrieta, Murrieta Hot Springs, Norco, Nuevo, Palm Desert, Palm Springs, Pedley, Perris, Quail Valley, Rancho Mirage, Riverside, Rubidoux, San Jacinto, Sun City, Sunnyslope, Temecula, Thousand Palms, Valle Vista, Wildomar, Winchester, Woodcrest.

Santa Barbara County:

Ballard, Buellton, Carpinteria, Gaviota, Goleta, Guadalupe, Hollister Ranch, Hope Ranch, Isla Vista, Lompoc, Los Alamos, Los Olivos, Mission Canyon, Mission Hills, Montecito, Orcutt, Santa Barbara, Santa Maria, Santa Ynez, Solvang, Summerland, Toro Canyon.

San Luis Obispo County:

Arroyo Grande, Atascadero, Avila Beach, Baywood-Los Osos, Cambria, Cayucos, Grover Beach, Lake Nacimiento, Los Osos, Morro Bay, Nipomo, Oceano, Paso Robles, Pismo Beach, San Luis Obispo, San Miguel, San Simeon, Santa Margarita, Templeton .


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