Corporate & Real Estate


We provide services to a broad variety of clients, including public companies, large and small private companies, and individuals. Oftentimes, we serve as general counsel to our clients that do not require, or choose not to employ, a full-time lawyer in-house.

Our clients operate in various business forms, such as corporations, not-for-profit corporations, limited liability companies, partnerships, joint ventures, and sole proprietorships. They are engaged in a multitude of business activities including securities, shipping, transportation, retailing, light and heavy manufacturing, real estate development, construction, technology, financial services, and distribution operations.

Our services range from the formation of start-up companies through the operation and sale of large businesses. We advise and assist in the formation and organization of businesses, acquisition of businesses, financing transactions, issuance of securities, reorganizations, mergers, and sales. In providing our services, we advise our clients as to the application of a broad spectrum of laws that apply to the task at hand.

We strive to work closely with our clients in a personal and innovative manner to arrive at the best possible strategies to maximize results and minimize risk. At the same time, our goal is always to provide the best possible legal service in a timely, efficient, and cost-effective manner.

For additional information, please contact:

Ben Suter
(415) 398-6000
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Robert J. Stemler
(562) 436-2000
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Business Formation

We advise clients on alternative forms of business organizations, as well as entity formation and operation.

Business Representation

We serve as general corporate counsel to a number of business entities. Such representation includes the preparation of general corporate documentation, employment and consulting contracts, advice on securities law compliance, and the negotiation of commercial financing documents and other operating agreements. We advise clients on all aspects of employment law matters and defend businesses involved in wrongful termination claims by employees.

Mergers and Acquisitions

Our corporate practice encompasses the acquisition, merger, spin-off, and restructuring of business enterprises, including both asset and stock transfers.

Business Disputes

We represent our clients in the resolution of a broad range of business disputes, including disputes among shareholders, partners, and members of business entities; between customers and suppliers; disputes regarding intellectual property rights, including patents and licenses and trade dress rights; employment disputes and disputes arising in connection with the sale or issuance of securities. We also handle disputes involving commercial credit facilities and real estate secured debt, and counsel our clients in connection with the restructuring of troubled loans.

Securities

We represent issuers, borrowers, underwriters and institutional lenders in corporate finance transactions, securities offerings, private placements, secondary offerings, and Regulation D offerings. We assist with the new, challenging rules that are impacting boards of directors, board committees, individual directors, and executive officers. Our lawyers advise boards of directors, their committees, and company executives as they function in the new post-Sarbanes-Oxley regulatory landscape in all types of situations, both extraordinary and routine. We counsel clients on the preparation and filing of required securities reports with the Securities and Exchange Commission and the California Department of Corporations.

Technology and Intellectual Property

We assist our clients with strategic alliances and partnerships, licensing, collaborations, joint ventures, and financing. Our clients have historically included entrepreneurs involved in a wide range of legal matters. We are focused on the needs of computer hardware and software, retailing, distribution, and other emerging growth companies, and are sensitive to the business objectives and concerns of growing companies. We handle licensing and other arrangements for the use of business names and other intellectual property rights.

Real Estate

Our real estate practice encompasses commercial, retail and industrial development, financing, leasing, purchases, sales, and exchanges. We handle property management, brokerage and consulting contracts, and related issues. We conduct a broad real estate practice that includes transactions in the Southern California area and across the United States. We work closely with developers, lenders, architects, contractors, engineers, brokers, and consultants on all aspects of commercial, industrial, retail, and residential properties.

Development

Our attorneys have in-depth expertise in all aspects of real estate development, ranging from site acquisition and pre-development work to construction, financing and leasing. We are experienced in the development of high-rise office complexes, suburban and campus office developments, retail shopping centers, marinas, and multi-use commercial, retail, and hotel projects.

Purchases and Sales

Our firm structures, negotiates, and documents the purchase, sale, and exchange of office, industrial, hotel, and retail properties, as well as undeveloped land.

Financing

We represent borrowers and lenders in pre-development, construction, interim and permanent loan transactions, workouts, and foreclosures.

Leasing

Our real estate attorneys represent both landlords and tenants on a variety of lease transactions, including commercial, retail, research and development and industrial properties. We are proficient in negotiating and preparing ground leases, office and retail space leases, and sale and leaseback agreements.

China Practice

Our China Practice provides corporate structuring and financing of China-based businesses, cross-border mergers, acquisitions, real estate acquisition, and other general counsel services. We have attorneys who speak fluent Mandarin Chinese and understand Chinese business operations and culture. We are often requested by Chinese businesses, including state-owned entities to act as general counsel for their U.S. subsidiaries.

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