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.
05/29/2019 | Young Upstarts
On May 29, 2019, Young Upstarts published an article by Wendel Rosen insurance attorney Gary Barrera. The article touches upon why startups need insurance, what types of insurance startups need, and…Full Article
09/11/2015 | Mark S. Bostick
Absent luck and preparation, failure equals disaster – it is folly to assume otherwise… When a startup participant (i.e., company founder, investor, officer, director) prepares a business plan for success,…Full Article
|08/29/2014||Publication||JD Supra Business Advisor||11 Ways to Avoid Advertising Missteps|
|01/20/2014||Publication||Richard Lyons||What Startup Entrepreneurs Need To Know About Crowdfunding Before They Raise Money|
01/06/2020 | Wendel Rosen LLP
Wendel Rosen LLP, the largest law firm in the East Bay representing businesses throughout the state, announces that Bart Flood and Lisa Lenherr have been elevated to partner, effective Jan….Full Article
08/19/2019 | Wendel Rosen
Partner Michael Dean Named “Best Lawyer” for 37th Consecutive Year Wendel Rosen LLP Partners Michael D. Cooper, Patricia E. Curtin, Michael A. Dean, Monica Dell’Osso, Matthew F. Graham, Tracy Green,…Full Article
08/01/2019 | Wendel Rosen
Firm Boosts Business Offerings with Addition of Experienced, Growth-Focused Corporate Lawyer Wendel Rosen LLP, the largest law firm in the East Bay representing businesses throughout the state, has added Laurie…Full Article
|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|
|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|