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.
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.
11/12/2020 | Wendel Rosen LLP
Quick Recap: 100% of the PPP loans (principal and interest) are eligible to be forgiven, so long as borrowers used the money to maintain their payrolls at about the same…Full Article
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
12/15/2020 | Wendel Rosen LLP
William Acevedo, a partner in Wendel Rosen’s Business Practice Group, has been elected to serve as the United States Vice-President of the Legal Netlink Alliance (LNA) beginning in January 2021. …Full Article
11/05/2020 | Wendel Rosen LLP
Wendel Rosen LLP, one of the largest and most widely-recognized law firms in the East Bay, has been named to the 2021 Best Law Firms list published by U.S. News & World…Full Article
10/01/2020 | Wendel Rosen LLP
Today, Richard Sipos, Esq. joins Wendel Rosen LLP as a partner, serving in the Litigation Practice Group. Sipos brings 34 years of experience in complex litigation and transactional real estate…Full Article