The Importance of a Real Estate Lawyer

The Importance of a Real Estate Lawyer Whether you’re buying or selling a property, a real estate lawyer can protect your interests and shield you from major financial loss. The complexity of real estate law can make transactions confusing for laypeople, from those purchasing residential property to businesses purchasing commercial locations. Before you enter into an agreement, consult a real estate lawyer serving San Jose to make sure your rights are protected. Here is a look at some of the important ways a real estate lawyer can help you.

Protection for Buyers

When you’re buying a property, if the deal isn’t structured properly, you could find yourself committed to purchasing a misrepresented building or piece of land without any recourse. A real estate attorney can make sure your interests are protected in the contract. For instance, a lawyer will ensure that there is a provision to let you out of the deal if the property you’re buying fails an inspection —something you may not know to request without legal assistance. A real estate lawyer can also check the contract for hidden fees or clauses that are atypical of most real estate deals.

Protection for Sellers

Real estate lawyers can be especially important for people selling a property. As a seller, you can face significant liability issues if your sales contract isn’t worded correctly. A lawyer will ensure that provisions are in your contract to protect you financially if a buyer finds a major issue with the property after purchase. A real estate lawyer will also make sure that you are shielded from buyers backing out of deals at the last minute and buyers who don’t meet their financial obligations in a timely manner.

Mortgage Requirements

Mortgage companies sometimes require buyers to work with real estate attorneys before they provide financing. This is to ensure that the purchase contract is free of errors and that all of the necessary papers are filed. Buyers who don’t get an attorney when required by their mortgage brokers will lose their loans.

Understanding Debt Financing and Loan Transactions

Understanding Debt Financing and Loan Transactions

Debt financing is a specialized, complex area that goes to the heart of a company’s business, whether that business is real estate, low tech, or high tech. Loan transactions directly affect cash flow, and therefore are the lifeblood of any enterprise. For the lender, such as a bank, financial institution or private lender, it is critical to contain risk through careful structuring of loan documents. The lender also needs to know the pitfalls and optimal strategies if it encounters a problem loan or needs to consider whether or how to enforce its rights under loan documents, which may include foreclosing on its collateral. If a guarantor is involved, additional issues concerning scope, waiver and limitations on recourse will arise and must be properly structured and understood. On the other side of the transaction, sophisticated borrowers need to know if or in what situations the provisions in a loan document, promissory note, deed of trust or some other agreement will trigger a loan default and put the borrower at risk. And, of course, the guarantor issues mentioned above also come into play.

Strategy Law has deep expertise in all manner of debt financing, loan documentation and credit transactions, including structuring complex new debt financing transactions, securing loans with business assets, real estate assets or other unique collateral, developing creative borrowing bases, preparing complex loan documents, addressing the requirements of parties to intercreditor agreements, subordination agreements and guarantees, and addressing problem loans and workouts. This latter area may involve forbearance agreements, negotiation of restructured transactions, litigation, and representing creditors in bankruptcy.

Our experience extends to asset based loans, commercial lines of credit and term debt, venture financing, construction financing, commercial mortgage-backed securities deals and project financing.

Bankruptcy Law

Because of our work in the area of problem loans, Strategy Law has deep experience with the bankruptcy process, which it deals with strictly from a creditor’s perspective. We have represented lenders and other parties in interest seeking to enforce their rights after a bankruptcy petition is filed by a borrower, including obtaining relief from the automatic stay in bankruptcy, arguing “first day” orders, conducting evidentiary hearings and trials in bankruptcy court, defending bankruptcy preference claims, and purchasing assets out of bankruptcy.

The information appearing in this blog does not constitute legal advice or opinion. Such advice and opinion are provided by the firm only upon engagement with respect to specific factual situations. Specific questions relating to this article should be addressed directly to Strategy Law, LLP.

Understanding Employment Law

Understanding Employment Law

When you own a business, issues with employment law always come up. Because of the complexity of this area of law, it is important for your business to work with a good business and employment attorney so you are protected from lawsuits and other disputes. Companies of all sizes need a business law firm serving San Jose on their side. Here is why business attorneys are so essential to managing your employees.

Employment law is multi-faceted. It encompasses everything from offer letters, equity incentive plans and employee handbooks and policies to employee terminations and severance agreements. Every agreement you enter into with an employee, and every policy that you put in place for your employees, should be vetted by a lawyer to protect your company from liability. Although a good payroll company and a good human resources person are critical to keeping wage and hour employee problems away, business attorneys can assist you with documenting agreements and HR policies to prevent problems. Business attorneys can also help if your company enters a dispute with an employee over issues like wrongful termination or labor law violations. Companies should use a business law firm for dealing with employee issues at all stages. A startup lawyer can help you file the right paperwork with the Employment Development Department to become a registered employer and to hire your very first staff, while a corporate lawyer can help you draft executive employment agreements and stock deals as your business grows.

A good employment attorney will also help you navigate the confusing criteria separating employees from independent contractors to make sure that you do not get hit with payroll tax penalties or labor issues as a result of a misclassification.

The information appearing in this blog does not constitute legal advice or opinion. Such advice and opinion are provided by the firm only upon engagement with respect to specific factual situations. Specific questions relating to this article should be addressed directly to Strategy Law, LLP.

Your Terms Of Use May Already Be Dead

By Robert Hawn

Working with technology start-ups in the San Francisco Bay Area, I am often asked to review websites to make sure that appropriate mechanisms are in place to protect the company that is operating the site. One area that I typically look at is the terms that govern the use of the site. These “Terms of Use”, as they are often called, can be relatively simple, as in the case of a brochure site, or complex, as in the case of an e-commerce or social media site.

You can usually find these terms if you scroll down to the bottom of the home page of the site, and look for a hyperlink that says something like “Terms” or “Terms of Use.” Once you click on the link, you will be sent to a page that describes a user’s rights regarding the site. There is usually language that says that by using the site, the user is agreeing to the terms.

This process of providing notice to a site user of the terms that govern the site, and stating that the site user is subject to these terms by using the site, is a way of forming a contract between the site operator and the user. Essentially, the link provides notice to the end user that using the site is subject to certain terms. This approach is really quite elegant, because it allows the site operator to impose all sorts of terms without cluttering up the site. It’s no surprise that the hyperlink approach is ubiquitous.

The only problem with it is that it doesn’t work.

In August 2014, the Ninth Circuit Court of Appeals, which governs California, Nevada, and many of the western coastal states, held that a link to Terms of Use at the bottom of a webpage is insufficient to impose those terms on users. As a result, the terms can’t be enforced against a user. The court in this case held that “where a website makes its terms of use available via a conspicuous hyperlink on every page of the website but otherwise provides no notice to users nor prompts them to take any affirmative action to demonstrate assent, even close proximity of the hyperlink to relevant buttons users must click on – without more – is insufficient to give rise to [an enforceable agreement].”

What the court is saying is that the standard practice of providing a link to website terms at the bottom of a webpage is useless. You just can’t create an enforceable contract that way. Having said that, the court is a bit unclear on what you have to do. It does provide a clue, however, when it says that you need to prompt a user to take an “affirmative action to demonstrate assent.”

The bottom line here is that if your website uses the standard method of providing a link to its terms of use at the bottom of the website’s homepage, the terms of use are likely unenforceable. Contact an attorney experienced in this area of law to examine your website to determine how your Terms of Use can be changed to have a better chance of being enforced.

This is a blog and not legal advice or opinion. Neither I nor my firm provide advice or opinion except following a formal engagement and then only regarding specific factual situations.

What Is Corporate Law?

The legal field permeates nearly every aspect of life, from the cars you drive (personal injury law) to the child custody agreement you’re negotiating (family law). While some lawyers specialize in helping clients through a difficult divorce or obtaining compensation for injuries, others specialize in advising business owners and facilitating the success of companies. These are corporate attorneys and they play a crucial role in guiding a business’ growth. A corporate law firm serving San Jose can help you with everything from forming your business to hiring employees to merging with other companies—and so much more.

What Is Corporate Law?

Negotiations

One of the many aspects of corporate law involves conducting negotiations on behalf of a business owner . Corporate lawyers are excellent communicators who can protect a business’s interests by obtaining favorable terms for a transaction or other deal. When conducting negotiations, a corporate lawyer will always consider the terms of the deal in light of the risk to the business and the potential for revenue for the business.

Transactions

Corporate lawyers frequently work on all types of transactions for their clients. These transactions commonly include purchasing other businesses or selling businesses. Successful negotiations are a critical component of corporate transactions. However, even after the business and legal terms have been agreed to, a corporate lawyer must protect the business by drafting an airtight contract.

Contracts

A corporate attorney has extensive experience writing and analyzing contracts. Since contracts are legally binding, it’s essential to have a professional handle this aspect of the business. Some of the information a contract will contain includes each party’s obligations, the purpose of the contract, warranties, and boilerplate provisions. Having an airtight contract will protect the business in the event that the other party does not fulfill the required obligations.

Employment

In addition to working on negotiations, transactions, and contracts for a business, a corporate attorney can serve as an advisor to a business owner with regard to employment law. A lawyer can ensure that the business remains in full compliance with employment law, such as the prohibition of discrimination, to protect the business from legal liability.

The information appearing in this blog does not constitute legal advice or opinion. Such advice and opinion are provided by the firm only upon engagement with respect to specific factual situations. Specific questions relating to this article should be addressed directly to Strategy Law, LLP.

The Steps of Hiring an Attorney

For a business owner, the time to hire a corporate attorney is not after running into legal problems; it’s before they occur. By working with a corporate lawyer on an ongoing basis, you can ensure that your business is properly formed, that it is in full compliance with all applicable regulations, and that you are achieving favorable contracts and transactions. When searching for corporate legal services in San Jose, there are a number of factors you should consider. These include the attorney’s areas of specialization, credentials, track record, and approachability.

The Steps of Hiring an Attorney

Consider Practice Areas

The legal field is very broad, with numerous areas of specialization. Some lawyers work exclusively on personal injury law and medical malpractice, for example, while others only handle divorce and child custody cases. Since it doesn’t make sense to hire a divorce lawyer to handle your business affairs, the first step in hiring an attorney is to develop a short list of lawyers in your area who have specialized in corporate law. Check the websites of a few attorneys in your area and look for a section labeled something like “practice areas.” If it is a corporate law firm, the website will likely list specialties such as employment, business transactions, partnerships, and tax planning.

Evaluate Credentials and Experience

Once you have a list of corporate attorneys in your area, narrow the list down further by considering the attorneys’ credentials and experience. Lawyers often list their education and experience on their websites. Select an attorney who is a member of the bar association in good standing and who holds other professional memberships. You may also wish to select a corporate attorney who is dedicated to ongoing professional development , as evidenced by authoring various publications, or serving as a panelist or guest speaker.

Assess Approachability

During your consultation with the corporate attorney, consider his or her approachability. It’s important to hire a lawyer who will take the time to answer your questions to your satisfaction and who is committed to furthering your own knowledge of legal matters for companies.

The information appearing in this blog does not constitute legal advice or opinion. Such advice and opinion are provided by the firm only upon engagement with respect to specific factual situations. Specific questions relating to this article should be addressed directly to Strategy Law, LLP.

Spotlight on Business and Entity Formations

To form a business, you need a lot more than just a good idea and a marketing strategy. You need the expertise of a corporate attorney . A corporate attorney near San Jose can help you make the right choices for your business today that can led to success in the future. For example, your lawyer can help you understand the various types of business and entity structures you can choose from. He or she can explain the benefits and drawbacks of these structures, which include general partnerships, C-corporations, S-corporations, and limited liability companies.

Your corporate lawyer can do much more for you than simply filing the appropriate paperwork to form your business. Your corporate attorney can help you set the stage for reaching your short-term and long-term objectives, which in turn facilitates your personal wealth goals. Your lawyer can employ strategies for tax minimization, growth, and investments to help your company thrive. Spotlight on Business and Entity Formations

The information appearing in this blog does not constitute legal advice or opinion. Such advice and opinion are provided by the firm only upon engagement with respect to specific factual situations. Specific questions relating to this article should be addressed directly to Strategy Law, LLP.

What Is the Role of the Real Estate Attorney?

Are you thinking of purchasing some property? It’s in your best interests to consult a real estate lawyer. While your real estate agent can help you find the right house for your needs, your real estate lawyer can make sure you understand your legal rights and obligations with regard to the transaction. When you work with a real estate lawyer serving San Jose, he or she will ensure that there are no liens against the property, that the title is good, and that you fully understand the purchase contract .

You can hear more about the role of real estate attorneys by watching this video. This attorney explains the necessity of working with someone who has plenty of experience drafting and reviewing contracts.

The information appearing in this blog does not constitute legal advice or opinion. Such advice and opinion are provided by the firm only upon engagement with respect to specific factual situations. Specific questions relating to this article should be addressed directly to Strategy Law, LLP.

Bob Hawn Speaking at Annual Meeting of the State Bar of California

Bob Hawn will be speaking in September at the Annual Meeting of the State Bar of California on a panel concerning intellectual property protection and attorney ethical issue in cyberspace.

The New California LLC Act – Part I, Forming the LLC

As of January 1, 2014, the California Revised Uniform Limited Liability Company Act (“RULLCA”), California’s new limited liability company act went into effect. The previous LLC act had been in place for almost 20 years, with relatively few changes. The RULLCA is a complete re-write of the law. It applies to all existing California LLCs as well as all LLCs from other states that are registered in California. If you have an LLC, you should know that you cannot opt out of the new law. It automatically applies to your LLC, without any requirement for you to sign or file anything.

Although much of the new LLC act is similar to the old LLC act, the RULLCA is much more thorough. It includes more default rules that will apply in the event your LLC operating agreement is silent on an issue. It also includes some substantive changes. This series of blogs will review some of those changes in an effort to inform existing LLC managers and members of the changes being imposed upon them and their entities.

Forming the LLC

Under both the old and the new law, an LLC is formed by filing Articles of Organization with the California Secretary of State. The required contents of the Articles of Organization remain the same under the old and new laws. Under the old law, an LLC must have an operating agreement to be fully formed. As a result, individuals that may have formed their own LLC, or used an on-line service to do so, often did not have the true protection of the LLC because they had not signed an operating agreement, and therefore the LLC was not correctly formed. Under RULLCA it will now be possible to form an LLC without an operating agreement. However, the operating agreement is the foundational contract that governs the relationship between the members and should not be overlooked as one of the most important parts of forming an LLC. This is even more important under the new law because of the number of default provisions that you may not like or even be aware of, but will apply to you if you don’t have a thorough LLC operating agreement that contradicts those default provisions. For those members and managers of existing LLCs, this is a good time to revisit their operating agreements to see if some of the new detailed provisions of the RULLCA may override the terms previously agreed to by the members.

Under the old LLC law, if any provision of the Articles of Organization conflicted with the operating agreement, the Articles of Organization controlled. However, under RULLCA, the operating agreement provisions will prevail with respect to members, dissociated members, transferees, and managers. This is another reason to look very carefully at your operating agreement to see if you need to, or want to, make any changes. Even without the change in the LLC law, it is a good idea to take a look at your documents once a year to see if they still reflect the current agreement between you and your partners.

Stay tuned for additional blogs on the new LLC law, including information on naming your LLC under the new rules.

The information appearing in this article does not constitute legal advice or opinion and should not be construed as such. If you have specific questions regarding this article, please contact the author.