Corporate and Business Transactions

Corporate and Business Transaction Attorneys

At Terra Law, LLP, our contract attorneys advise clients regarding all types of corporate and business transactions, including intellectual property, real estate, business, finance, construction, acquisitions, and development. If you own property or a business, our attorneys can you offer the skills and competence of a large law firm, with the innovative and individualized attention of a smaller firm.

Comprehensive Contract Law Experience

As IP, real estate and business law attorneys, we have a broad range of experience in contract matters. We have specialized knowledge in:

• Advising and assisting clients in the design of individual channels of distribution for specialized products requiring varying amounts of customer support to be provided by the down stream distributors, dealers, etc.

• Advising on antitrust issues related to distribution pricing structures.

• Drafting custom distribution agreements to reflect custom product distribution arrangements.

• The evaluation of potential breach of contract and distribution system failures from both a plaintiff and a defense prospective.

• Advising clients regarding general Article 2 sale of goods issues in relation to their contracts and documents.

• Advising clients regarding UCC Article 2, Magnuson-Moss Federal Consumer Warranty Disclosure Statute, and California Song-Beverly Act state consumer product warranty law.

• Advising on truth in advertising law and compliance with FTC substantiation rules in comparative advertising.

• The evaluation of potential false advertising situations both from a plaintiff and a defense prospective.

• Assisting clients in evaluating possible corporate names with respect to potential trademark conflicts as well as their availability as a corporate name in the state where the corporation will be organized and qualified to do business.

• Evaluating securities issues related to the sale of shares to the initial shareholders, and handling California intrastate securities formalities or referring clients to a securities specialist for assistance with federal securities matters as required.

• Working with the client’s CPA on the initial capitalization of the corporation and any tax elections that may be recommended by the accountant.

• Preparation of Articles of Incorporation, initial organizing minutes, bylaws, stock certificates, investment representation letters, and required government filings.

• The qualification of the corporation in other states where it is doing business.

• The preparation of shareholder buy-sell agreements.

• The preparation of employee stock option and similar agreements.

• Providing on going assistance with the preparation of shareholder and directors’ minutes as needed.

• Advising clients on issues and considerations related to the purchase or sale of a business as a going concern including issues related to the structure of such sales as asset or entity purchases.

• Drafting and negotiating business sale agreements and ancillary documents.

For more information, please contact our Corporate and Business Transactions attorneys:

Eric B. Boustani
Robert T. Daunt
Ronald I. Rainey