Articles Posted in Business Litigation

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AdobeStock_531838016-300x200It’s becoming increasingly common for manufacturers to turn to distributors to sell their products to reduce the overhead costs of processing orders, logistics, and more. The manufacturer sells the product to the distributor, which then resells the product at a profit. The distributor ostensibly has the infrastructure to process these sales and a keen understanding of the market in which they operate. Instead of taking on the overhead of distribution themselves, they can hire experts who operate within this market on a daily basis and have the infrastructure to meet demand. From the distributor’s point of view, they get access to the product without the overhead of manufacturing. Distributors and manufacturers can thus operate on a symbiotic basis, each making the other more profitable by staying in their lane of expertise.

Problems arise, however, on the distributor side. Distributors may spend years cultivating a relationship with a manufacturer only to find that the manufacturer now wants to handle distribution in-house. In Europe, you cannot fire a distributor without a severance package. In California, distributors have no such protection.

In this article, a Silicon Valley business litigation attorney will discuss how distributors can protect themselves with strong distribution agreements that protect their interest in a market.

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AdobeStock_283452126_Editorial_Use_Only-300x189It doesn’t take long on the internet to find extremist language, hate speech, and accusations of censorship. Often these are all found within the same post. Business owners have free speech rights, but free speech from any employee can expose a company to liability for false statements. It is important for business owners to create clear corporate policies about employee communications both on company websites and personal social media channels.

The Current Legal Standard

Current case law on this issue dates back a few decades. In 1964, the Supreme Court decided New York Times Company v. Sullivan, a First Amendment case involving published criticism of public officials. The Court found that Sullivan had indeed proven that the New York Times had published inaccurate statements about his office and subordinates. The fact that the statements were false did not, however, support his case for libel. The Court enacted a new standard of “actual malice.” This new rule means that an official must prove the false statement was published with the knowledge that it was false – or with gross recklessness – to sustain a libel case. Unless this legal definition of “actual malice” exists, the false statements are protected as free speech under the First Amendment.

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AdobeStock_279619074-300x200Preference related to creditor’s rights issues. If a company files for bankruptcy, the matter is turned over to a bankruptcy trustee who takes control of the debtor’s estate. In the case of the company, they have powers over the company. Preference specifically deals with voiding transactions within the last 90 days of a bankruptcy filing (sometimes longer) if it benefits one creditor to the detriment of another creditor. Such a transfer is referred to as a preference.

Let’s use a simple example commonly found in consumer bankruptcies. The debtor has maxed their credit cards with no hope of repayment, so they file for bankruptcy. Before doing so, however, they repay their grandmother the $100 they borrowed in 2015. The bankruptcy trustee can demand the $100 back from the grandmother as she has been given preferential treatment to the corporations that own the majority of the debtor’s debt.

This benefits both the creditor and the debtor. For the creditor, it prevents the debtor from moving assets out of their estate for the purpose of hiding them from the trustee. For the debtor, it prevents the creditor from using aggressive tactics that would drive them into bankruptcy since it isn’t just their debt that’s going to be repaid. In these cases, the trustee sends a demand letter to the debtor demanding the repayment of the transaction.

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AdobeStock_360567140-300x200California Governor Gavin Newsom signed several laws in 2022 that will have a significant impact on employers throughout the state, with some laws becoming effective the moment they were signed and others becoming effective as of January 1, 2023. It is important for all employers to know that New Year’s Day marked the first day of the state’s new minimum wage for all employees that is set to be $15.50 per hour, regardless of employer size. As a business owner in California, you should be aware of the following new laws that have gone into effect in 2023. By familiarizing yourself with these new laws, you can help ensure that your business remains compliant and up to date with the latest regulations.

New employment laws in California relate to many different topics, ranging from off-duty marijuana use to leaves of absence to reproductive rights. If you’re facing a business litigation concern, make sure you seek out an experienced California business attorney at Structure Law, Group, LLP. With so many changes in the law, it’s important to stay informed and get the help you need to make sure you’re in compliance with all relevant laws.

To help you stay informed, here is a brief overview of some of the new laws that have gone into effect in 2023:

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AdobeStock_363999428-300x200Post-closing disputes in many private mergers and acquisitions (M&As) can quickly turn once beneficial business decisions into sources of complete frustration and possible value destruction. When you are considering a merger or acquisition in Texas, it’s important to have the right legal representation on your side to ensure the process goes as smoothly as possible. At Structure Law Group, LLP, our experienced Austin mergers and acquisitions attorneys have the expertise and knowledge to provide you with the best possible legal advice and guidance to ensure a successful transaction.

Several post-closing disputes result from proper planning and insufficient forethought before people execute acquisition agreements. When you exercise the necessary diligence and retain legal counsel, you will be far less likely to end up in a dispute.

Earnouts

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AdobeStock_273133653-300x200California business owners face many different types of litigation. It is important to mitigate the risk of liability by consulting with a California business litigation attorney before your business is even established. The experienced California business litigation lawyers at Structure Law have helped entrepreneurs in all types of industries protect their companies from preventable losses. What follows are some of our tips to protect your business from litigation.

Have a business litigation attorney in California draft an operating agreement.

An operating agreement is not required to form a business in California. As a result, some business owners make the mistake of starting business operations without them. Without an operating agreement, the business is exposed to litigation and liability. An experienced business lawyer can draft an agreement that will reduce the likelihood of future liability. According to the Small Business Administration, an operating agreement sets the rules that guide a company’s decisions. Having an operating agreement can set decision-making processes that reduce the likelihood your company will face litigation. This agreement can even reduce the risk of future costly conflicts between owners of the company.

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AdobeStock_118045560-300x199The coronavirus pandemic changed every aspect of life in California. Though the health crisis has improved, the long-term effects of COVID continue to affect us in many different ways. One of the big problems facing the legal profession is access to the state court system. Emergency procedures shut the courts down entirely in the early days of the pandemic. Soon, the courts operated on a limited basis, but even these short closures caused serious problems in a backlog that existed long before the COVID crisis. Reuters reports on the emergency COVID-19 orders that were rescinded in March 2022. After two full years, the California court system is no longer operating under restrictions. This change does not mean that it will be business as usual for every litigant seeking help in the courts.

Court Hearings

The state court system enacted many emergency procedures to protect the health and safety of all litigants during the COVID-19 pandemic. These steps included remote hearings, mask use, and restricting the number of people in a courtroom at the same time. These restrictions have been lifted as the health crisis improves. You are more likely to find normal court procedures in cases throughout the state. The courts’ limited operations during COVID have, however, created a backlog. As a result, it can take much longer to get a court date at all.

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AdobeStock_516820932-300x200There are many risks involved with entering into any contract. Business litigation costs time and money that interferes with efficient business operations. The best way to mitigate the risk of a business contract is to hire an experienced Los Angeles business attorney to draft your contract with as much protection as possible. At Structure Law Group, our skilled Los Angeles business litigation lawyers know how to prevent disputes in the drafting phase, negotiate dispute resolution during the contract performance, and litigate disputes in court when necessary.

Financial Protections

Some contract provisions provide financial protection. Insurance requirements, for example, can provide financial security against the risk of loss. Los Angeles business owners can also create financial protection with a liquidated damages clause. This contract provision imposes a set monetary fee, that a breaching party is required to pay in the event that they breach the contract. It is not designed to be a penalty, so courts will usually not enforce liquidated damages provisions that are not closely tailored to the party’s actual financial losses. But setting the amount of these financial losses ahead of time provides one party with financial security in the event that the other party breaches the contract. It also sets a financial incentive to encourage both parties to comply with the contract.

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AdobeStock_503784636-300x202Business litigation is a major expense for many California entrepreneurs. You can save your business time and money by preventing contractual disputes. The California business litigation attorneys at Structure Law Group provide proactive legal advice to prevent contractual disputes whenever possible. Having your business contracts reviewed by an attorney is an important investment that can pay dividends in the long run.

How Business Contracts Affect Every Area of Your Business

You might not realize just how many areas of your business are affected by contracts. Your customers, vendors, and employees can all subject your business to liability in contractual disputes.

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Top-7-Ways-to-Avoid-Post-Closing-Merger-Litigation-1-scaled-e1656629461956-300x214Not all corporate mergers and acquisitions are amicable arrangements; most notably, the hostile takeover. There are various types of mergers and acquisitions in California. Even merger discussions that begin amicably may result in a perceivably unfair closing agreement, triggering expensive post-closing litigation. Oral promises may never translate into a written contract or diluted shareholders may protest. No matter the reason, California business litigation is often complex, time-consuming, and expensive.

The oldest and wisest way of avoiding costly post-closing M&A litigation is by anticipating and planning for the same. The experienced business litigation and M&A attorneys at Structure Law Group, LLP are familiar with the most common areas of post-closing M&A litigation and may help you avoid or greatly reduce the cost of business litigation.

Most Common Post-Closing Merger Lawsuits

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