A partner and chair of the firm’s food and beverage practice, Richard is highly experienced in corporate, securities, and intellectual property (IP) law. He co-founded the firm’s intellectual property and green business practice groups and has deep insight in a broad range of business and legal matters. Richard is passionate about helping visionary companies meet their objectives.

Corporate

Versed in all aspects of the “business of business,” Richard guides clients in legal matters related to operations, organization, financing, and mergers and acquisitions. He assists clients in entity formation, corporate governance, shareholder agreements, equity and debt financing, distribution and vendor agreements, covenants not to compete, and employment agreements, and has represented companies and investors in venture capital rounds and private equity transactions.

Securities

Richard has represented both companies and professional investors in countless  exempt private securities transactions, including founders, accredited investors, venture capitalists, private equity, family offices, and strategic investors. He is experienced with disclosure and registration requirements under state Blue Sky and federal securities laws. He has advised clients on private placement memoranda, stock purchase agreements, structuring investor preferential returns, representations and warranties, and related ancillary agreements.

Intellectual Property

Richard is experienced with trademarks, trade secrets, copyright and patent licensing, and advises clients concerning the selection and clearing of trademarks, the protection of trademarks, and infringement issues. He has represented retail brands and businesses involved in digital entertainment and production services. With a background in computer programming, Richard has substantial legal experience advising software companies and, developers of  enterprise products, including  cloud-based software-as-a-service (SaaS) .

Food and Beverage

For more than two decades Richard has guided food and beverage companies, including natural and organic businesses and investors, in matters related to growing, manufacturing and production, co-packing and contract manufacturing, distribution, retail and online retail, food service, consumer brands, FDA labeling requirements, and third party certifications, such as Organic, Non-GMO and Fair Trade. He has also worked on product recalls and product recall insurance coverage issues.

Bill has spent two decades building a unique practice devoted to serving the needs of businesses, large and small, in a variety of industries. Bill’s particular blend of transactional, regulatory, litigation and green business experience makes him an invaluable adviser to his clients. Corporate clients look to him as their outside general counsel, seeking advice on both business and legal matters critical to their success.

General Corporate

Bill chairs the firm’s Business practice group. He regularly provides small to middle market companies with outside general counsel services.  He counsels his clients on entity formation, business and legal advice on proposed business transactions, general contract negotiation and drafting, brand and licensing protection, corporate governance, capital raises, and other general business matters.

Food and Beverage

Bill co-chairs the firm’s Food and Beverage practice group. He helps companies navigate regulatory, transactional and litigation matters in the food, beverage, dietary supplement and cosmetic industries. Bill assists his clients with:

• Contract negotiation and drafting
• Product label, labeling, advertising, and marketing material review
• Capital raises through convertible debt and private placement offerings
• Corporate governance
• Responding to governmental/regulatory actions
• Product recalls
• Resolving business disputes and/or threatened class action matters
• Mergers and acquisitions

Green Business

Bill also leads the firm’s Green Business practice group — an experienced group of attorneys advising and supporting companies that value health, the environment, and a sustainable economy. His green business clients include 1% for the Planet, B Corp members, public benefit corporations, and other companies that focus on sustainability issues.

Litigation

Bill has more than two decades of experience litigating matters in state and federal court. Since joining the firm’s litigation group in 2002, he has represented local and regional clients on matters including contractual disputes, unfair business practice claims, false/misleading labeling and advertising, shareholder and/or partnership disputes, environmental contamination claims, product liability, toxic tort, and eminent domain disputes. Drawing upon his experience, Bill regularly counsels clients on risk analysis, litigation strategy, dispute avoidance measures, and pre-trial dispute resolution. If informal resolution cannot be achieved, Bill advances his clients’ interest through trial.

Raised by a real estate broker and investor, Gregg has been absorbing the nuances of property deals since childhood. He earned his real estate license at age 18. Today, Gregg offers clients a lifetime of real-world experience and deep legal insight to real estate matters.

Commercial Real Estate

Gregg has extensive experience in real estate and business transactional work, including commercial real estate leases, sales, 1031 exchanges, and financing. He has handled hundreds of commercial lease transactions for retail, office, industrial, agricultural, and telecommunications sites. Gregg also advises developers, landlords and property owners with matters such as sales, acquisitions, development, property management, and financing. He has counseled apparel and shoe chains, , restaurants, fitness club operators, jewelry store chains and manufacturing companies in numerous real estate asset and business transactions.

Management and Leadership

Gregg has served in leadership positions in bar and industry organizations, as well as various leadership roles at the firm.

Long active with National Retail Tenants Association (NRTA), Gregg has a deep understanding of the issues facing the retail industry. He has served as NRTA’s general counsel, received its Founders Service Award, and co-chairs the curriculum committee working to provide retail, office, corporate, industrial and franchise tenants with real estate education training.

Gregg has written extensively on legal and real estate issues, authoring chapters on retail leasing, office leasing, real estate finance practices and real property sales transactions volumes for California Continuing Education of the Bar (CEB). He served as chief consultant on CEB’s Retail Leasing: Drafting and Negotiating the Lease.

Community and Social Connection

Praised as dedicated and responsive to clients, Gregg is also committed to community engagement. He chairs the Wendel Rosen Corporate Social Responsibility (CSR) Committee and is an active volunteer and leader with nonprofit and community groups, advancing humanitarian, sustainability and social issues.

Gregg volunteers with Baragwanath Blessings Inc., a nonprofit organization (founded by his daughter Colette) that helps babies and children around the world, including supplying babies in Latin America, Africa and Asia with hand-made hats and blankets and operating nutrition programs and medical clinics in Guatemala. Long interested in music, he is head roadie for his musician-son Dan and sings bass in the Oakland Interfaith Community Choir.

Karen represents corporate and individual clients in complex corporate transactions, as well as general business and securities matters. Her practice involves mergers and acquisitions, representing both buyers and sellers, and venture capital transactions, representing both investors and portfolio companies. Karen’s practice also involves private equity investments, private placements, and corporate restructurings.

Karen regularly advises clients on issues involving entity selection and formation, corporate structuring, corporate governance, shareholder agreements, buy-sell agreements, employment and non-competition/non-solicitation agreements, intellectual property, and business contracts. She works with clients ranging from family-owned businesses and professional offices to start-up and other small or mid-sized privately held companies in a wide variety of industries, including food and beverage, cannabis, manufacturing, technology, real estate, construction, and professional services.

Josh, who chairs the firm’s Intellectual Property Litigation Group, brings together his years of experience in a wide variety of subject matter disputes to effectively resolve clients’ problems. Having counseled and advocated for clients in many types of commercial disputes, ranging from real estate to technology, he is adept at addressing clients’ sophisticated litigation needs.  He represents clients in litigation prevention, mediation, arbitration and trial in state and federal courts. He has a proven track record of success in high-stakes trials, arbitrations, and appeals.

Intellectual Property Litigation

Josh has litigated disputes regarding-trade secret misappropriation, high-tech product defects, indemnification and warranty, trademark and copyright infringement, licensing, cannabis related IP issues, and employment matters regarding non-compete, non-solicitation and non-disclosure agreements.

Business Litigation

Josh has litigated all types of breach of contract disputes, including distribution agreements, purchase and sale agreements, loan agreements, ownership disputes including dissolution actions, employment agreements and has litigated actions regarding unfair competition/business practices, fraud, franchise disputes, as well as cases involving breach of warranty and breach of fiduciary duty.

Real Estate/Land Use Litigation

Josh has represented major residential and commercial developers, as well as contractors and individuals, in disputes regarding purchase and sale, brokers’ commissions, contractor licensing, non-disclosure/fraud/concealment actions and land use issues.

Cannabis

Josh has defended cannabis businesses against unfair competition lawsuits and counseled cannabis businesses regarding ways to minimize their exposure to government and private liabilities.

Eminent Domain

Bringing his years of litigation experience to bear, he supports the firm’s Eminent Domain practice, which helps cities, counties, special districts and other public entities, as well as private clients throughout the state, ensure their interests are actively and thoroughly represented in public acquisitions.

Steve Cramer has practiced law for 30 years. Steve focuses on commercial and real estate transactions, representing both buyers and sellers in public and private merger and acquisitions. He also works with clients, from international corporations to smaller, regional enterprises, in an array of business transactional matters, including entity formation and charter documents. Steve also provides counsel to clients and other attorneys on business regulatory matters, including applications of corporate, securities, tax and lender laws.