COVID-19 RESOURCE CENTER >

Whether you are starting a small business, raising money, positioning an enterprise for acquisition, or investing in or acquiring a business, Wendel Rosen is prepared to help. Our business and corporate attorneys have deep insight to business legal issues and a broad range of industry experience. We pride ourselves on providing trusted counsel to clients and supporting their organizational success.

Local to Global

Our business clients range from local start-ups and family-owned businesses to international corporations and represent a broad range of industries, including manufacturing, retail, technology, financial and professional services, consumer goods, food and beverage, cannabis, and construction. Our business clients share a common desire to protect their assets, structure their businesses and relationships with other entities, manage personnel issues, and grow.

Comprehensive Services

We connect our experience and insight to help business clients succeed at all stages. Through formation, finance, operation and growth, and exit strategy, our guidance stems from a deep understanding of the legal issues affecting our clients’ businesses. Sample matters we handle for clients include:

  • Entity formation (corporations, limited liability companies and partnerships, including benefit corporations and non-profit organizations)
  • Complex capital structures
  • Mergers, reorganizations, and acquisitions
  • Private placements
  • Employment and consulting agreements
  • Executive compensation
  • Venture capital and debt financing
  • Joint ventures
  • Commercial contracts
  • Intellectual property protection
  • Federal and Blue Sky securities law compliance
  • Corporate governance

In addition to the core business and corporate legal services we offer, our team collaborates with other Wendel attorneys across related disciplines to offer clients the convenience of comprehensive, integrated services to address a broad range of business and legal challenges.

 

  • Represented an online journal for credit and finance professionals in its merger with a leading provider of credit reporting services to mortgage brokers
  • Represented the manufacturer of natural organic fruit snacks in its acquisition by a leading national natural foods company
  • Represented a research and design company providing consulting services to philanthropic organizations in its acquisition through a sale of all assets to a firm providing philanthropic and investment consulting services
  • Engaged as special income tax counsel to advise on the income tax consequences of a proposed downstream merger of a Delaware corporation engaged in the business of designing, manufacturing and installing photovoltaic solar energy systems. Representation included applying to the IRS for and obtaining a private letter ruling that the proposed transaction was not substantially equivalent to a taxable liquidation of the target company.
  • Engaged as tax and corporate counsel for a privately-held U.S. corporation involved in the manufacture and international distribution of high-end audio equipment in connection with its acquisition by an Italian joint stock corporation and a private equity fund incorporated in Italy. The transaction was structured to qualify for an exception to the general rule of §367(a) of the Internal Revenue Code which requires gain recognition in the case of certain transfers of stock in a U.S. corporation by a U.S. person to a foreign corporation.
  • Engaged to provide an expert witness report in connection with a case before the United States Tax Court in which the principal issue was establishing the fair market value of certain issued and outstanding shares of the non-voting common stock of a group of affiliated California corporations. The shares in question had been the subject of certain intra-family gift and sales transactions that were challenged by the IRS.
  • Represented a provider of rail freight services in the Central Valley in its acquisition by the largest privately held rail services company in North America
  • Provided insurance and risk management-related due diligence in corporate asset and stock acquisitions
  • Obtained dismissal of extended family members’ claim to $60 million plus share of proceeds from sale of family business.
  • Successfully defended a municipal corporation against claims of harassment and retaliation alleged by an employee. Obtained a unanimous jury verdict absolving the client of liability and successfully opposed the plaintiff’s appeal of the trial court’s ruling on summary judgment of certain claims that were resolved in the client’s favor before trial.
  • Prevailed in a jury trial on claims of financial elder abuse and trespass, resulting in a verdict of nearly $250,000 for the client. Also obtained an order awarding attorneys’ fees and successfully defended the opposing party’s appeal of the jury’s verdict.
  • Obtained summary judgment for client in a contractual dispute concerning the transfer of an interest in a partnership that owns real property in the East Bay, allowing the client to unwind the failed transaction and clear title to the property.
  • Prevailed on a motion for summary judgment against a member’s claim that a limited liability company had mishandled funds, overpaid the managing member and failed to make appropriate distributions. After the motion was granted, judgment on all claims was entered on behalf of the client.
  • Obtained a non-dischargeable judgment in United States Bankruptcy Court against a partner that had embezzled partnership funds prior to filing for bankruptcy.
  • Successfully defended a dry cleaner against a claim that the dry cleaning facility failed to meet the access requirements of the Americans with Disabilities Act. Obtained summary judgment and disposed of the case shortly after it was filed and at minimum cost and expense to the client.
  • Represented acquiring company in significant merger between engineering firms serving the California energy sector. This business combination involved complex regulatory compliance and logistical issues.

 

 

Publications

Buying or Selling a Struggling Business (aka the “Distressed” Business) – Part 5

Buying or Selling a Struggling Business (aka the “Distressed” Business) – Part 5

06/18/2020 | Wendel Rosen LLP

In Part 1 of this series of posts, we discussed how business owners must think beyond the near term and that certain Buyers may view this as an opportune time…

Full Article
New Changes Call For New Clarifications – SBA & Treasury Issue Guidance on PPP

New Changes Call For New Clarifications – SBA & Treasury Issue Guidance on PPP

06/17/2020 | Wendel Rosen LLP

On June 5th, President Trump signed the Paycheck Protection Program Flexibility Act of 2020 (PPPFA), which made significant changes to the Paycheck Protection Program (PPP). A summary of the PPPFA…

Full Article
Buying or Selling a Struggling Business (aka the “Distressed” Business) – Part 4

Buying or Selling a Struggling Business (aka the “Distressed” Business) – Part 4

06/11/2020 | Wendel Rosen LLP

In Part 1 of this series of posts, we discussed how business owners must think beyond the near term and that certain Buyers may view this as an opportune time…

Full Article
Date Category Publication Title
06/08/2020 Publication Wendel Rosen LLP New Law – Risks, Opportunities and Major Changes to the Paycheck Protection Program (PPP)
06/03/2020 Publication Wendel Rosen LLP PPP Loan Forgiveness – What Do We Know?
More Articles
06/02/2020 Publication Wendel Rosen LLP Buying or Selling a Struggling Business (aka the “Distressed” Business) – Part 3
05/29/2020 Publication Wendel Rosen LLP Update: Payment Protection Program Guidelines for Sole Proprietors and Independent Contractors
05/29/2020 Publication Wendel Rosen LLP COVID-19 CARES Act Guidance: Update to Payment Protection Program
05/29/2020 Publication Wendel Rosen LLP COVID-19 CARES Act Guidance
05/26/2020 Publication Wendel Rosen LLP Buying or Selling a Struggling Business (aka the “Distressed” Business) – Part 2
05/20/2020 Publication Wendel Rosen LLP Buying or Selling a Struggling Business (aka the “Distressed” Business) – Part 1
More Articles
05/19/2020 Publication Wendel Rosen LLP What You Need To Know About the PPP Loan Forgiveness Application
05/15/2020 Publication Wendel Rosen LLP PPP Loans: An Update to the Good Faith Certification
05/14/2020 Publication Wendel Rosen LLP PPP Loans: Increasing Your PPP Loan
05/07/2020 Other Media Wendel Rosen LLP Webinar: Navigating Real Estate Purchase & Sales Contracts During the COVID-19 Pandemic
05/07/2020 Publication Wendel Rosen LLP PPP Loans: The Good Faith Certification
05/04/2020 Publication Wendel Rosen LLP New Funds Available for PPP and EIDL Loans: What You Need to Know
More Articles
04/27/2020 Publication Wendel Rosen LLP Clearing the Fog of War in Disputes Over Control of Closely Held Entities: What You Should Consider Before the Battle Begins
04/23/2020 Blog Post Wendel Rosen LLP COVID-19 Risk Factors Belong in Your Private Placement Memorandum
04/21/2020 Blog Post Wendel Rosen LLP Are Your Options Underwater?
04/20/2020 Publication Wendel Rosen LLP Boost with Facebook: Small Business Grants
04/07/2020 Publication Wendel Rosen LLP COVID-19 CARES Act: Summary of PPP Lenders
04/03/2020 Blog Post Wendel Rosen LLP Shelter-in-Place Update: It’s Essentially Not Business As Usual For Bay Area Essential Businesses
More Articles
12/22/2016 Publication Wendel Rosen Oakland Structures 2016 Survey Results
09/11/2015 Publication Mark S. Bostick Startup Entrepreneurs Should Plan for Success But Prepare for Failure: Do You Have a Plan B?
08/29/2014 Publication JD Supra Business Advisor 11 Ways to Avoid Advertising Missteps
01/20/2014 Publication Wendel Rosen LLP What Startup Entrepreneurs Need To Know About Crowdfunding Before They Raise Money

Events

10 Tips for Attorneys Advising Start-Ups and Other Businesses

10 Tips for Attorneys Advising Start-Ups and Other Businesses

05/13/2020 | Alameda County Bar Association

The Alameda County Bar Association (ACBA), sponsored by the ACBA Business Law Section, presents “10 Tips for Attorneys Advising Start-Ups and Other Businesses” featuring Laurie A. Sanders on May 13,…

Full Article
So You Did/Did Not Get a PPP Loan, Now What?

So You Did/Did Not Get a PPP Loan, Now What?

05/11/2020 | California Craft Brewers Association

California Craft Brewers Association presents “So You Did/Did Not Get a PPP Loan, Now What?” on May 11, 2020 with featured speakers Richard Lyons, Partner and Co-Chair of Wendel Rosen’s…

Full Article
Navigating Real Estate Purchase & Sales Contracts During the COVID-19 Pandemic: Strategies, Hurdles, and Legal Implications

Navigating Real Estate Purchase & Sales Contracts During the COVID-19 Pandemic: Strategies, Hurdles, and Legal Implications

05/06/2020 | Wendel Rosen LLP

Mark Epstein and Al Flor, Jr. are seasoned real estate litigators who will share their knowledge on issues arising from the COVID-19 pandemic that could adversely impact real estate sale…

Full Article
Date Category Host Title
06/28/2018 Seminar Alameda County Bar Association The Business of Cannabis: Regulation, Permitting and Environmental Compliance
09/15/2016 Seminar Wendel Rosen Client Seminar Women in Business: Growth & Impact
More Articles
10/14/2015 Seminar Berkeley-Haas Alumni Network Moving Up The Career Ladder
10/01/2014 Event San Francisco Business Times Made in the Bay Area: Manufacturing Innovators Forum
05/21/2014 Seminar Advertising and Promotions Law
05/21/2014 Webinar The New Form of Business: The Benefit Corporation
12/04/2013 Seminar Impact Hub Oakland B Corporations: Redefining Success in Today’s Economy
09/12/2013 Seminar Law Seminars International Benefit Corporations: Setup and Regulatory Issues
More Articles
06/27/2013 Seminar 2.Oak Legal Workshop for Tech Entrepreneurs
12/13/2012 Seminar Law Seminars International Setting Up Benefit Corporations
06/05/2012 Seminar Capitalism with a Heart
05/11/2012 Seminar Sustainable Enterprise Conference Sustainable Enterprise 2012 Conference
05/09/2012 Seminar Tech and Innovation Awards
04/27/2012 Seminar Green California Summit Benefit Corporations: A New Structure for Green Business
More Articles
03/21/2012 Seminar Pinnacle Equity Solution Business Exit Strategy Seminar: “Every Family’s Business”
01/31/2012 Seminar East Bay Manufacturing Group
07/18/2011 Seminar The Hub Pursuing Profit and Purpose: The Debate in California’s Statehouse and What it Means for Us
07/14/2011 Seminar National Business Institute Advanced Issues in Foreclosure
06/02/2011 Seminar Alameda County Bar Association ACBA Event: CA Benefit Corporation Legislation – Understanding AB 361
03/25/2011 Seminar International Green Industry Hall of Fame International Green Industry Hall of Fame
More Articles

News

COVID-19 Re-Opening Considerations, Part 4: Understanding the Risk of Re-Opening

COVID-19 Re-Opening Considerations, Part 4: Understanding the Risk of Re-Opening

07/16/2020 | Wendel Rosen LLP

Just a few weeks ago, the trend line showed that the infection, hospitalization and death rates were moving markedly downward.  States across the country were eager to re-open businesses and…

Full Article
Buying or Selling a Struggling Business (aka the “Distressed” Business) – Part 5

Buying or Selling a Struggling Business (aka the “Distressed” Business) – Part 5

06/18/2020 | Wendel Rosen LLP

In Part 1 of this series of posts, we discussed how business owners must think beyond the near term and that certain Buyers may view this as an opportune time…

Full Article
New Changes Call For New Clarifications – SBA & Treasury Issue Guidance on PPP

New Changes Call For New Clarifications – SBA & Treasury Issue Guidance on PPP

06/17/2020 | Wendel Rosen LLP

On June 5th, President Trump signed the Paycheck Protection Program Flexibility Act of 2020 (PPPFA), which made significant changes to the Paycheck Protection Program (PPP). A summary of the PPPFA…

Full Article
Date Category Publication Title
06/15/2020 COVID-19 Blog Wendel Rosen LLP  Who’s Ready To Go Back To “Normal”? Re-Opening Your Business, Part 3: Business Plans
06/11/2020 COVID-19 Articles Wendel Rosen LLP  Buying or Selling a Struggling Business (aka the “Distressed” Business) – Part 4
More Articles
06/08/2020 COVID-19 CARES Act Wendel Rosen LLP  New Law – Risks, Opportunities and Major Changes to the Paycheck Protection Program (PPP)
06/03/2020 COVID-19 CARES Act Wendel Rosen LLP  PPP Loan Forgiveness – What Do We Know?
06/02/2020 COVID-19 Articles Wendel Rosen LLP  Buying or Selling a Struggling Business (aka the “Distressed” Business) – Part 3
05/29/2020 COVID-19 CARES Act Wendel Rosen LLP  COVID-19 CARES Act Guidance
05/29/2020 COVID-19 CARES Act Wendel Rosen LLP  COVID-19 CARES Act Guidance: Update to Paycheck Protection Program
05/29/2020 COVID-19 CARES Act Wendel Rosen LLP  Update: Paycheck Protection Program Guidelines for Sole Proprietors and Independent Contractors
More Articles
05/26/2020 COVID-19 Articles Wendel Rosen LLP  Buying or Selling a Struggling Business (aka the Distressed Business) – Part 2
05/25/2020 In the News National Association of Surety Bond Producers  Anna Nagornaia Featured on National Association of Surety Bond Producers
05/20/2020 COVID-19 Articles Wendel Rosen LLP  Buying or Selling a Struggling Business (aka the “Distressed” Business) – Part 1
05/19/2020 COVID-19 Blog Wendel Rosen LLP  Re-Opening Your Business, Part 2: Navigating Government Orders and Regulatory Guidance
05/19/2020 COVID-19 CARES Act Wendel Rosen LLP  What You Need To Know About the PPP Loan Forgiveness Application
05/15/2020 COVID-19 CARES Act Wendel Rosen LLP  PPP Loans: An Update to the Good Faith Certification
More Articles
05/14/2020 COVID-19 CARES Act Wendel Rosen LLP  PPP Loans: Increasing Your PPP Loan
05/07/2020 COVID-19 Blog Wendel Rosen LLP  Webinar: Navigating Real Estate Purchase & Sales Contracts During the COVID-19 Pandemic
05/07/2020 COVID-19 CARES Act Wendel Rosen LLP  PPP Loans: The Good Faith Certification
05/04/2020 COVID-19 CARES Act Wendel Rosen LLP  New Funds Available for PPP and EIDL Loans: What You Need to Know
04/23/2020 COVID-19 Blog Wendel Rosen LLP  COVID-19 Risk Factors Belong in Your Private Placement Memorandum
04/20/2020 COVID-19 Articles Wendel Rosen LLP  Boost with Facebook: Small Business Grants
More Articles
04/09/2020 COVID-19 Blog Wendel Rosen LLP  CDC Issues Interim Guidance for Essential Businesses to Address Workers with Suspected or Confirmed COVID-19 Exposure
04/07/2020 COVID-19 CARES Act Wendel Rosen LLP  COVID-19 CARES Act: Summary of PPP Lenders
04/03/2020 In the News San Francisco Chronicle  Zack Wasserman Discusses the New Study Released on Sea-Level Rise in the Bay Area
04/02/2020 COVID-19 Blog Wendel Rosen LLP  Shelter-in-Place Update: It’s Essentially Not Business As Usual For Bay Area Essential Businesses
03/28/2020 COVID-19 Blog Wendel Rosen LLP  Essential Businesses Can Limit Employee Commuting Stress With “Allow To Pass” Letters and Access Cards
03/12/2020 COVID-19 Blog Wendel Rosen LLP  Consumer Alert: FTC and FDA Issue Warning Letters to Companies Looking to Capitalize on Coronavirus Fears
More Articles
01/17/2020 In the News Wendel Rosen LLP  Bart Flood and Lisa Lenherr’s Partnership Elevations Featured in Various Publications
01/06/2020 Press Release Wendel Rosen LLP  Wendel Rosen Elevates Bart Flood and Lisa Lenherr to Partner
08/19/2019 Press Release Wendel Rosen  Wendel Rosen Lands 12 in 2020 Edition of The Best Lawyers in America
08/01/2019 Press Release Wendel Rosen  Wendel Rosen Welcomes Laurie A. Sanders as Partner
07/18/2019 Press Release Wendel Rosen  Wendel Rosen’s Sidney A. Israels Appointed to UC Merced Foundation Board of Trustees
05/21/2019 News CNBC  California Senate Passes Legislation to Create State-Chartered Cannabis Banks
More Articles
02/02/2018 Press Release   Wendel Rosen Welcomes Attorney Mia Butera to Business Practice
11/20/2017 Press Release   Wendel Rosen Receives Five “Tier 1” on Best Lawyers 2018 Best Law Firms List
08/15/2017 Press Release   Firm Lands 10 Attorneys in 2018 Edition of The Best Lawyers in America