Representative Matters

• Conducted and participated in corporate board meetings as general counsel and investor/owner/executive’s personal counsel, along with dealing with corporate governance issues and drafting and negotiating corporate documents, including bylaws, shareholder, and stock agreements, and minutes.

• Assisted a New York hedge fund with expansion to California through lease negotiation, advising on employment laws and obtaining local licenses and business permits.

• Reviewed marketing materials, product labeling and websites for FTC compliance and copyright issues, drafted language, including Terms of Use, Privacy Policies and disclaimers for many clients, across a variety of industries.

• Advised clients about insurance coverage and policies to facilitate transactions.

• Drafted/revised/negotiated numerous client/customer/service/sales/vendor agreements for clients’ businesses.

• Negotiated a software agreement and provided data analytics, which was provided by an international company for a client.

• Provided cannabis and CBD legal research for manufacturers and investors.

• Assisted several clients with obtaining funds and rights in loans and notes that were in default by the other party.

• Reviewed, drafted, and advised about website language and proper legalese, including disclaimers, website accessibility issues, privacy policy, terms of use, and customer/client terms of use. Also, drafted terms for compliance with Europe’s General Data Protection Regulation (“GDPR”) and California’s Consumer Privacy Act (“CCPA”), and payment processing company requirements.

• Reviewed terms of educational accreditation student agreement.

• Reviewed entity documents for ways to expel a member from an entity and conducted legal research, in anticipation of a business divorce and assisting with the separation.

• Created simple corporate documents for sole shareholder, officer, and director.

• Reviewed commercial loan documents and helped client negotiate and understand risks, including advising client on how to put pressure on banks to get the deal done in a timelier fashion.

• Assisted client with transferring loan documents between entities.

• Drafted a bill of sale for the purchase of a luxury car for a client.

• Drafted a consulting agreement for a wine consultant.

• Assisted numerous clients with revising their operating agreements by creating amended and restated operating agreements to better reflect rights, obligations, or equity interests.

• Represented manager of an LLC and negotiated term sheet, operating agreement, and grant agreement.

• Drafted and negotiated financial documents, including promissory notes, security agreements, and other loan documents.

• Composed many pre-formation potential venture documents, such as Letters of Intent (LOIs) and Memorandums of Understanding (MOUs).

• Drafted and negotiated proxy agreement on behalf of business executives of a chicken farm.

• Prepared white label purchase and sale contracts for various companies, such as apparel and beauty products, including cosmetics.

• Assisted businesses with dissolutions, and advised the owners about possible issues, including governmental filings, creditors, contractors, employees, assets and regulatory matters.

• Advised client about best practices for presenting to business partner an opportunity to trade shares of two different business entities.

• Reviewing numerous agreements and advising clients about how to amend, restate, or use addendums to make changes after contract has already been executed and parties have performed, and drafting those amendments, addenda, and restatements.

• Assisted clients with entity conversions when accountants or others form the wrong entities, including, converting a CA LP to an LLC, converting an LLC to a Corporation, and converting an LLC to a professional corporation.

• Drafted and revised Bylaws and advised on IRS regulations for several non-profits.

• Advised and assisted clients with entity conversion and redomestication concerns.

• Advised clients about “review gating” legal risks and assisted with managing online reputation.

• Represented professional training school in preparation of forms, releases, policies and procedures for attendees of workshops/seminars, the teachers/trainees, and the models to whom the instructors demonstrate their techniques.

• Reviewed and negotiated Key Opinion Leader (KOL) agreements for physicians and nurses.

• Represented guests in negotiating yacht rental/charter agreements for their vacations.

• Advised client on best way to structure an investment and how to conduct due diligence, rather than taking out money from 401K.

• Drafted and negotiated numerous website and mobile application development agreements, along with technology connection, streaming videos, credit card processing, and eCommerce components, including NFTs.

• Drafted and negotiated numerous marketing, co-branding, referral, partnership, and advertising agreements for clients.

• Counseled international virtual assistant company in drafting client service agreement, and collaborated with Philippine lawyers to create agreements with the company and their VAs.

• Advised numerous clients about proper disclaimers in electronic communications, including signature lines, protected health information/medical information in emails and faxes, and financial information through websites and apps.

• Advised and represented clients in insurance claims by determining when to tender a claim and answering questions about best practices when dealing with insurance companies, which tend to delay, deny, defer, and defend.

• Advised and represented clients with business partner buyouts from companies and properties.

• Drafted referral agreements between lawyers and law firms.

• Assisted many startups with evaluating market and competitors and “mystery shopping” to understand business operations and sales, as well as assisted clients with finding templates to reduce legal costs.

• Assisted clients with closing, dissolving, canceling, and surrendering businesses upon death of owner or otherwise, including, dealing with lease issues, customers, banks, insurance policies, employees, and state filings.

• Advised client about Together for Sustainability (“TfS”) initiative clause in business contract.

• Assisted client with all legal aspects of a transition from one business entity to a new business entity, name, and location, including taking care of potential creditor issues with the old business, drafting transfer documents, pricing and allocating assets and liabilities, transferring insurance policies, vendor and employee agreements, and resolving dispute with former business partner.

• Conduct annual legal checkups for clients by providing checklists and going over issues for preventive legal assistance.

• Represent sports leagues in business issues by providing waivers, insurance review, and worker agreements.

• Represent sports leagues in business issues by providing waivers, insurance review, and worker agreements.

• Counseled clients about force majeure clauses on both sides – both enforcing and breaking contracts due to coronavirus legal issues.

• Advised clients about coronavirus compliance based on reopening stores both in defiance of “orders” and clients working in “essential businesses” and “critical infrastructure.”

• Researched the SBA Cares Bills, Paycheck Protection Program (PPP Loan), and Economic Injury Disaster Loan (EIDL), and assisted with application questions and preparation, resulting in clients successfully receiving funds.

• Assisted business clients about how to protect their retail business from risks of looting and burglary.

• Researched and informed clients about changes in employment laws and how to handle employees, including, COVID policies, furloughs, layoffs, and reduction of hours and pay.

• Advised COVID disinfecting company about compliance issues and drafted policies and vendor contracts.

• Counseled business clients on mask and vaccine policies when dealing with workers.

• Advised clients about new California bill, “CalSavers,” and whether the clients are exempt from the requirement, and drafted updated policies and procedures to comply.

• Assisted clients with identifying whether their businesses are covered entities and who are beneficial owners under the Corporate Transparency Act, and filed reports on behalf of clients.

• Worked with clients’ tax professionals/CPAs/tax attorneys for optimal business tax accounting and structuring.​

• Represented both developers/software engineers in building and servicing artificial intelligence platforms and procurers of AI services by drafting and negotiating SAAS agreements.

• Advised clients about SBA and other loan compliance and payoff factors.