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Business, Corporate and Partnership

The contemporary business climate is complex and dynamic. We assist clients through the ever-widening maze of decisions regarding the formation of a business entity and tax elections. We also offer support to businesses for their operations, contract and litigation needs. The business group also offers advice on secured transactions, documentation of asset-based financing and real estate financing, debt collection, loan workouts, pre-lien enforcement rights and creditor’s rights in bankruptcy. Because the cost of litigation can often overshadow the potential rewards, we work to develop a litigation plan that protects the client’s interests and finances.

Buy Out Payment To Departing Partner Not Subject To Forced Sale Discount

Saturday, August 13, 2011
By James Ficenec
Buy Out Payment To Departing Partner Not Subject To Forced Sale Discount

In the absence of a partnership agreement to the contrary, a partner who departs an ongoing partnership is entitled to have the partnership buy out his or her interest.  In Rappaport v. Gelfand, the California court of appeal rejected an argument that the value of a partner’s interest should be determined by assuming a... »

A California Partnership Ceases To Exist Without Two Or More Partners

Wednesday, August 10, 2011
By James Ficenec
A California Partnership Ceases To Exist Without Two Or More Partners

Occasionally a court decision seems so obvious that it is difficult to understand why the issue was disputed.  In Corrales v. Corrales, the California Court of Appeal held that a partnership cannot exist without  two or more partners.  This common sense conclusion has an important effect on the rights of former partners. Under the... »

Personal Privacy Protection in Freedom Of Information Act Does Not Apply to Corporations

Wednesday, March 2, 2011
By James Ficenec
Personal Privacy Protection in Freedom Of Information Act Does Not Apply to Corporations

Courts are often asked to determine whether certain rights that clearly apply to individuals also apply to entities (corporations, limited liability companies, etc.)  In a recent decision, Federal Communications Commission v. AT&T, the United States Supreme Court determined that personal privacy protections contained in the Freedom of Information Act do not apply to corporations. »

Contractual Arbitration Required Even If One Party Cannot Afford Cost Of Arbitration

Tuesday, February 22, 2011
By James Ficenec
Contractual Arbitration Required Even If One Party Cannot Afford Cost Of Arbitration

Many contracts contain a provision requiring arbitration of disputes arising from the contract.  Arbitration is resolution of a dispute by one or more private decision makers (arbitrators).  Decision makers are frequently, but not always, former judges.  With some limited exceptions, the arbitrator’s compensation is divided equally between the parties. When a party to an... »

Corporate Bankruptcy Does Not Necessarily Stay Alter-Ego Claims Against Others

Sunday, January 23, 2011
By James Ficenec
Corporate Bankruptcy Does Not Necessarily Stay Alter-Ego Claims Against Others

A bankruptcy petition results in an immediate order staying all actions against the debtor and the debtor’s property.  The purpose of the stay is to allow the debtor relief from collection efforts and to permit the orderly disposition of the debtor’s estate. »

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