Golden Gate Bridge Practice Areas - Business Law

Contract Law

The principles of contract law, developed over the past 2000 years (first by the Romans and more recently by the English) and in each of the 50 U.S. states, still apply to most business transactions that are consummated today in the U.S. Of course, many of those principles have been codified into statutes—or modified by statutes, and are subject to regulatory statutes (e.g., Federal and State securities laws) that may preempt or supplement those principles. SuttleLaw attorneys understand those principles and the statutory framework. We also work closely with other professionals who may specialize in certain areas of the law (e.g., employment law, or securities law).

Business Entities

Formation. There is a life cycle to a business entity. Before that life cycle begins, you must make an important decision—through what form of business entity should you do business? Taxes, limited liability, prospective investors, employee participation, multi—state issues, your exit strategy, and many other factors must be taken into account. Because we have been engaged in this type of planning for more than 20 years, we are in a position to guide you down the path that balances your objectives.

Once you have made your decision about the form of your organization, we assist you in the formal creation of the entity and the negotiation and drafting of agreements necessary to protect your company and its owners as you begin operations (e.g., partnership agreements, shareholders agreements, operating agreements, buy—sell agreements, etc.).

Operations. At the formation stage, you will have made decisions regarding the governance of your entity. Is it one man, one vote, or is a supermajority required for some or all decisions? Can the owners delegate substantially all authority to one person or a committee or will they participate in the decision—making process in all but routine matters? We will help to guide you through this process and tweak it to reflect the evolving dynamic of your company.

The day-to-day operation of your business will involve hundreds, perhaps thousands of contracts. Most of these are cut and dried. Occasionally, you need help in negotiating, drafting, or enforcing a contract. We can generally help you with the first two needs. We do not litigate on behalf of our clients (with some exceptions—e.g., tax disputes, probate matters), but we have an extensive network of other attorneys who litigate in various specialty areas, and we will help to ensure that you connect with the right specialist.

Although contract law will be woven throughout most of your business activities, there is another area of law that occasionally rears its ugly head—tort law. Tort law involves an injury of a person as the result of the intentional or negligent conduct of another person. You or your firm may be the injured party or you may be accused of having committed a tort (e.g., wrongful termination, slander, etc.). In any event, it is important that you have a regular dialogue with your business attorney so that if such an event occurs, he or she can ensure that you are represented by the appropriate litigation specialist for the particular tort involved. We maintain a regular dialogue with all of our business clients.

Transitions and Exit Strategies. Most newly formed companies do not go public. But there are many other ways for you to realize the fruits of your efforts besides selling stock in a public offering. Sometimes, you envision your exit strategy when you form your company, and sometimes an opportunity simply presents itself. In either case, you will need guidance from competent professionals, including accountants, investment bankers, and attorneys. We have guided scores of companies through this process, and we can help to ensure that during the process, your "brain trust" is in place and serving your needs.

SutteLaw, P.C. One Front Street, Suite 1300, San Francisco, CA 94111   TEL: 415.781.0250   FAX: 415.398.1869  EMAIL: