Corporate

We help nurture, expand and protect businesses.  From governance, financing, and transactional counsel to tax and restructuring services, we take care of their legal needs so our clients can focus on what they do best – taking care of business.

Our clients are leaders and innovators in the healthcare, retail, technology, hospitality, energy, real estate, and public sectors. We assist them in all manner of business transactions, including capital formation, mergers and acquisitions, divestitures, financings, conversions and restructurings and strategic alliances/joint ventures.

Legal advice is but one of dozens of factors involved in a company’s day-to-day strategic decisions; however, the right legal counsel can also be a critical competitive advantage. Clients benefit from our holistic approach to transactions as well as our close collaboration with our real estate, intellectual property, health law, employment and pensions, benefits & investments colleagues. Together, we’re helping solve the complex business issues that enable clients to reach their goals.

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Corporate Conversations

Nossaman's Corporate Conversations, a limited podcast series, will offer practical guidance on the intersection of core business and legal issues. Aimed at entrepreneurs, in-house counsel and business owners, this series will cover essentials such as business formation, contract drafting, dispute resolution and day-to-day legal risk management. Each episode will break down complex legal concepts into actionable insights, helping listeners to make informed decisions and build and protect legally sound businesses.

Episode Six: ABC Insights – Part 3: A Guide to Corporate Updates & Stock Transfer Applications

In this episode of Corporate Conversations, Marco Costales, Kimberly Kamkar and Asally Adib-Samadian continue their look into the complexities of California alcohol beverage law compliance, focusing on updates and changes after obtaining a liquor license. They discuss the critical steps involved when modifying licensed premises, highlighting the need for ABC notification or approval and the potential requirements for new permits, and  provide detailed definitions and explanations of various business entities, such as corporations, LLCs, partnerships and trusts, along with the roles key individuals play in each structure to help listeners understand who must be "qualified" by the ABC.  This episode distinguishes between corporate updates, involving management changes and ownership changes under 50%, and changes of control, where 50% or more of the voting equity changes hands, requiring a stock transfer application. Special attention is given to the challenges posed by trusts, due to the lack of specific ABC forms and privacy concerns. Emphasizing the importance of timely compliance, our hosts advise proactive planning, comprehensive documentation and early communication with both liquor counsel and the ABC to safeguard licenses and avoid costly repercussions.

Episode Five: Bridging the Gap Between Cautious Buyers and Eager Sellers

In this episode, Anna Tang, Kimberly Kamkar and Doug Schwartz delve into the dynamics of sales transactions, especially in the context of the current economic climate. They discuss the challenge of aligning the price expectations of sellers with the more cautious approach of buyers. This episode highlights the economic conditions contributing to the gap, particularly the lingering effects of the active M&A market in 2021 and ongoing uncertainty due to tariffs and high interest rates. And of course, Anna, Doug and Kimberly propose language and other drafting tools to bridge the gap between the parties and manage post-closing disputes.

Episode Four: ABC Insights – Part 2: A Guide to Training, Zoning and More

In this episode, Marco Costales, Kimberly Kamkar and Asally Adib-Samadian discuss ensuring compliance with California Alcohol Beverage Control (ABC) laws for retailers, particularly bars and restaurants. The conversation explores compliance pitfalls and strategies to prevent penalties and avoid the loss of liquor licenses.

Episode Three: Choice of Entity and Inbound Transactions

In this episode, Nathan Guttman is joined by Anna Tang and Doug Schwartz who explore the corporate, business and tax issues when forming a new business – whether a corporation, partnership, limited liability company or sole proprietorship. They also discuss the special issues involved for foreign nationals who want to start a business in the United States and California in particular.

Episode Two: ABC Insights – A Guide to California Alcohol Beverage Regulations

In this episode, Marco Costales is joined by Kimberly Kamkar and Asally Adib-Samadian to delve into the intricacies of California alcohol beverage laws. They discuss everything from federal and state regulations, the three-tier system and various types of licenses required for both on-sale and off-sale alcohol businesses. The episode offers practical tips for individuals and businesses looking to apply for alcohol licenses, the types of available licenses and the public notice and protest process.

Episode One: Corporate Divorce – Preventing and Managing the Break-Up of a Business Partnership

In this episode, Kimberly Kamkar is joined by corporate law partners Patrick Richard, Anna Tang and Doug Schwartz to explore the complexities of business "break-ups." They discuss essential practices for future planning, the importance of having well-drafted agreements such as shareholder or partnership agreements, and various dispute resolution mechanisms. They emphasize the role of mediation, arbitration and careful partner selections to manage disputes effectively. Asset division, non-compete provisions and strategies to protect business interests post-separation are also discussed. This episode, the first in a new series focusing on corporations, is intended to provide insightful guidance for business owners to plan in advance in order to minimize conflict, costs and complications.