Drafting Contracts & Agreements – It is surprising how many lawsuits could have been prevented by foresight and liability prevention by the drafting of a good contract. At Kazerouni Law Group it is one of our main missions to prevent future harm and loss to our clients. We aim to reduce liability at the front end of all transactions. The cost of liability reduction and prevention is far outsized by the costs of liability mitigation and damage control. That is why we take time to meet and listen to our client's problems and needs. Only after listening to and conferring with our clients do we put pen to paper. We pride ourselves in drafting unique and original contracts idiosyncratic to each client's needs. We do not use form contracts and simply rely on templates. We draft contracts that are unique to you and your needs. We pride ourselves in our work ethic and the manner that we serve each and every one of our clients. It is this unique attention to detail and customer service that separates us from other law firms.
Reviewing & Negotiating Agreements: Clients are not always in the position of being the drafters of the contracts. If that is the case, again, in order to prevent future harm and expense, it is important to have the contract reviewed by an attorney. At Kazerouni Law Group, we will review the contract line by line, outlining the benefits and the disadvantages of the contract pertaining to you, the client. After meeting with you and advising you of how the contract may affect you and/or your rights, we would negotiate the terms with the other party on your behalf in order to achieve the best outcome for you. This will ensure that you receive the best benefit of that particular bargain from the front end and ensure reduced liability for the future.

In the ever present litigious business world, it is very important to reduce one’s liability by choosing the right business entity to work under. Every business has different factors that make it unique (for example, the amount of gross revenue, the number of locations, type of business, number of employees, net profits etc.). These factors create the parameters as to which business entity suits your business. There are an array of business entities that are recognized under California law today; some of the mostly used entities today are:

Sole Proprietorship
Major Advantages of a Sole Proprietorship
A sole proprietor has complete control and decision-making power over the business.
Sale or transfer can take place at the discretion of the sole proprietor.
No corporate tax payments.
Minimal legal costs to forming a sole proprietorship.
Major Disadvantages of a Sole Proprietorship
The sole proprietor of the business can be held personally liable for the debts and obligations of the business. Additionally, this risk extends to any liabilities incurred as a result of acts committed by employees of the company.
All responsibilities and business decisions fall on the shoulders of the sole proprietor.
Investors won’t usually invest in a sole proprietorship.

General Partnership
Major Advantages of a General Partnership
Simple structure – easy to form, less paperwork and maintenance than a corporation.
Don't have to register with your state and pay a fee, as you do to establish a corporation or limited liability company.
Single taxation as an individual for partnership income - a general partnership is normally a "pass through" tax entity (the partners, not the partnership, are taxed unless you specifically elect to be taxed like a corporation) filing income tax returns is easier.
Comparable expense deductions and retirement funding
Major Disadvantages of a General Partnership
Unlimited business and personal exposure. Partners can be held personally liable for the debts and obligations of the business. Additionally, this risk extends to any liabilities incurred as a result of acts committed by employees of the company.
Limited flexibility depending on the partnership agreement.
Difficulties and differences with partner/s can make the operation of a business more challenging.

Limited Liability Company (LLC)
Major Advantages of an LLC
Tax - The taxes are paid on each member’s tax returns and there is no further need to pay corporate taxes unlike in some business entities. Furthermore, members are not required to pay federal corporate taxes which are mandatory in some other business structures.
There are fewer legal requirements than corporations.
There is more elasticity - Members can create their own agreement/s that will detail each member’s responsibilities and the manner of the company structure.
In distributing income to its members, an LLC provides various types of interests unlike in an S corporation where it can only issue one type of stock.
An LLC does not restrict the number of members it can have; an LLC may even be a single-member LLC.
LLCs can utilize the cash method of accounting, meaning that income is not counted until cash/income is received. This method is less complicated than the accrual system (used by corporation) which requires that every transaction, even if the cash has not been received, is considered as part the income.
Limited Liability - LLC members can protect their personal assets via the “limited liability.“ When the company is facing a lawsuit, each member’s personal asset/s is protected from any judgments that may come about as a result of the pending lawsuit/s.
LLCs can be non-member managed. That means that the members can hire absolutely anyone (even a non member) to manage the company.
An LLC can merge with other businesses (unlike an S corporation).
LLC members can split losses and earnings any way they wish. This distinguishes an LLC to an S corporation where the amount of dividends are given according to the share/s percentage of each member.
Major Disadvantages of an LLC
All income will be subjected to self-employment taxes.
LLCs are a relatively new business structure (introduced in 1996), owners are still having a hard time to resolve legal disputes; though this is less of a problem as time goes by.
There are certain business types that are not permitted to become LLCs.

Limited Liability Partnership (LLP)
LLPs only apply to Lawyers, Doctors, Architects, Accountants and other similarly situated professionals. We will be happy to advise such clients on the advantages and disadvantages of such a business entity. In the majority of cases, this business entity will not apply unless your business entity is one of the aforementioned.

C Corporation
Major Advantages of a C Corporation
C Corporations have the ability to be public corporations either by the sale of their stocks via the stock exchange or via the “over the counter” method.
C Corporations can usually discount the entire value of the side benefits offered to shareholders who are also employees.
Unlike S Corporations, there are no limits on the number of shareholders a C Corporation may have; there are no residency requirements for the shareholders of a C Corporation and no citizenship requirements for the shareholder of C Corporations.
C Corporations have the ability to carry forward tax losses to the future tax years.
The C Corporation is an entirely separate legal entity to that of its shareholders. If the legal formalities are followed correctly and the corporation is properly capitalized, the shareholders should be protected from liabilities and debts of the corporation.
Should a shareholder die or sell his/her shares, the corporation continues.
100 % deductible health insurance is offered for all employees, as well as group term life insurance up to a specified amount per employee.
It is easier to raise capital for a C Corporation than other legal entities.
C Corporations can offer the employees of the C Corporation stock options as incentives.
Unlike S Corporations, there are no limits on the number of shareholders a C Corporation may have; there are no residency requirements for the shareholders of a C Corporation and no citizenship requirements for the shareholder of C Corporations.
Major Disadvantages of a C Corporation
C Corporations have the ability to be public corporations either by the sale of their stocks via the stock exchange or via the “over the counter” method.
C Corporations can usually discount the entire value of the side benefits offered to shareholders who are also employees.
C Corporations have the ability to carry forward tax losses to the future tax years.

S Corporation
Major Advantages of a S Corporation
S Corporations avoid “double taxation” on their corporate income by having their shareholders report income and losses on their personal tax returns rather than the Corporation itself.
S Corporations are separate legal entities from their shareholders which means that their shareholders are provided the same type of liability protection as those in C Corporations.
Major Disadvantages of a S Corporation
An S Corporation cannot have more than 100 shareholders.
An S Corporation cannot have more than one class of stock, which affords the business less control over the company and limits the stock value.
An S Corporation must be a domestic corporation.
Shareholders must be US citizens or residents and must be physical entities.
Profits and losses must be allocated to shareholders proportionally to each shareholder’s interest in the business.

501(3)(c) Non-Profit Organizations
A non-profit organization is a type of organization that does not distribute its surplus funds to owners or shareholders, but instead, uses them to help pursue its goal. Pursuant to the United States Internal Revenue Code, certain types of non-profit organizations are exempt from federal income taxes. We will be happy to advise clients on the advantages and disadvantages of non-profit organizations.

We can assist you in setting up any of the aforementioned entities. However, it is always best to seek advice as to the advantages and disadvantages of each entity and whether the intended entity suits your particular business practices and needs.

At Kazerouni Law Group, we are skilled in representing both plaintiffs and defendants in business litigation matters. We have experience representing clients in cases ranging from as little as $15,000.00 in dispute to larger cases with up to eight figure amounts in dispute. We have no problem employing aggressive litigation tactics when the situation calls for it in order to ensure that our clients ultimately receive the most money for their investment in their case. In addition, our aggressive tactics are designed to resolve the case at an earlier stage in the litigation rather than going through the expense, uncertainty and hassle associated with trial. We are also authorized to practice in both Federal and State courts.

We are also skilled in the arbitration process and are confident that if a client’s case proceeds to arbitration, we will be more than able to handle the matter. Our representation will help to ensure that your rights are preserved during the arbitration process in order to help you obtain the most favorable outcome in your case.

Here at Kazerouni Law Group, we do everything in our power in order to avoid any unnecessary expenses for our clients, all while maintaining the client’s stated goals.

The information provided on this website is for informational purposes only and should not be construed as legal advice or as forming an attorney-client relationship. No attorney-client relationship between the reader and Kazerouni Law Group is created by this site, and no reader should act or refrain from acting on the basis of any content in this site.

Kazerouni Law Group acts as General Counsel (“GC”) for many companies. One of the main advantages of retaining GC is that it drastically reduces legal costs over the long run. Due to the expansive nature of our attorneys and our practice areas, you will be receiving the best of those resources at a discounted price. As GC, Kazerouni Law Group can help you streamline your business and cut dramatic costs.

Some of the ways that we can assist your business are:

Liability Reduction – One of our major goals that we have as GC to your company is to reduce your liability. We put your business under a metaphoric legal microscope and do a detailed analysis. This analysis ranges from the manner that you employ your personnel, to the manner that your employees conduct business, to the amount of revenue you generate, to the study of your form contracts, licensing compliances, litigation liabilities and so on. Then we will create a detailed memorandum for you detailing our suggestions and how the suggestions can benefit your business. This can assist you in saving hundreds and thousands of dollars and potentially millions of dollars. This is achieved by the way we assist you to word your contracts to the fact that there will be a reduced opportunity for others to sue you in the future.

Employment – We help and advise our clients with all employment issues and if there is a need we represent our clients at administrative hearings, litigate in all California jurisdictional courts and represent them in arbitrations.

Contracts – As mentioned above, we try and restructure (IF NECESSARY) all the form contracts that your company uses in order to reduce your liability and yet maximize your company’s profitability. Kazerouni Law Group further assists your company with more complex contracts that are idiosyncratic or hold a higher significance to your business. Our representation does not finish at the drafting of such documents; we also assist you in the negotiation of the respective deal in or order to achieve the goals of the drafted documents (this is especially important when the party you are dealing with has legal representation).

Litigation – A high number of GCs do not litigate. However, Kazerouni Law Group prides itself in its litigation ability and record. As litigation is one of our specialties, we keep the litigation in-house and keep your billing to a minimum. Furthermore, due to the ongoing relationship between you and Kazerouni Law Group, we will do our best to finish litigation as soon as possible. External litigation companies may be less reluctant to do so as their billing ceases when the litigation does.

The above is only a small example of the ways we can assist your business as GC. And remember that all such services will be at a reduced price due to the fact that you have committed to us as GC. We will repay your confidence in us by the quality of service that we provide for you and at the price at which we will be doing it. Please call us today on 800-400-6808 to discuss the different packages that we can offer you.

TRADEMARK
A trademark is a word, phrase, logo or other graphical symbol used by a manufacturer or seller to distinguish its product or services from those of others, namely competitors. The value of a trademark is in protecting your brand from confusion with other products or services.

COPYRIGHT
A copyright is the legal right to control an original work or authorship, including a literary, musical, dramatic or other work. The holder of the copyright has the exclusive right to reproduce, adapt, distribute, perform and display the work.

Here at Kazerouni Law Group, we can help you in registering your trademark or copyright with the United States Patent and Trademark Office and the United States Copyright Office. At Kazerouni Law Group, we are more than qualified to handle all of your copyright and trademark needs as we have extensive experience in this area of law.

We also handle high-end trademark and copyright litigation and are currently handling a $6.5 million case in the United States District Court for the Northern District of California.