1. Business Structures
2. Business Ownership Conflicts and Resolutions
3. Non-Profits and Foundations
4. Business Operations Agreements and Memos
5. Family Businesses - Their Unique Advantages and Disadvantages
6. Commercial Transactions
7. Commercial Disputes
8. International Commercial Transactions
9. Buying or Selling a Business or Assets
10. Personal Contracts and Legal Issues
11. Real Property Law and Issues
12. Intellectual Property
13. Internet and Web Law and Issues
14. Employer - Employee Issues
15. Employer - Employee Disputes
16. Litigation and Arbitration Proceedings
17. Immigration and Visa Law
18. Construction Law
19. Construction Litigation
20. Estate and Trust Planning, Issues and Forms

 1. Business Structure

• Corporate Structures & Formalities in an American Non-Public Corporation
• Piercing The Corporate Shield: How To Do It: How To Avoid It
• Partnerships: Their Pluses and Minuses
• Procedures and Forms for Annual Meetings of Shareholders and/or Directors of Corporation
• Corporate Buy and Sell Agreements: What They Are and How to Use Them
• The Fiduciary Duty
• Limited Liability Companies - An Old Idea for the World, A New Idea for California
• "Golden Chains" and Your Employees - Methods to Keep Good Employees There with Offers Too Good to Refuse
• Checklist for Voluntary Dissolution
• Disclosure and Consent Form to Corporate Opportunity Utilization
• Minimum Number of Directors & Officers of a California Corporation
• The Basics of "Cumulative Voting"
• Proxies Under California Corporate Law
• Formalities in Minutes and Board Procedures in California Non-Public Corporations
  
  

 2. Business Ownership Conflicts and Resolutions

• Corporate Struggles: Who Has What Power When Push Comes To Shove?
• Firing Officers of a California Corporation: How To Do It
• Embezzlement: The Tactics Allowing Successful Recovery
• Absentee Owners: Problems and Solutions - Part One: Stating the Problem
• Absentee Owners: Problems and Solutions - Part Two: Ways to Solve the Problems
• Disclosure and Consent Form to Corporate Opportunity Utilization
• The Opening Shots in Corporate Warfare - The First Steps May Establish the Access to the Vaults...and Eventually Victory

 3. Nonprofits and Foundations

• Nonprofit Corporation Formation Questionnaire
• Memo on Nonprofit Director Liability
• Public Examination of Nonprofit Corporation Records
• Disclosure and Consent Form to Corporate Opportunity Utilization
  
  

 4. Business Operations Agreements & Memos

• Confidentiality Agreement for Independent Contractors
• Negotiations Non-Disclosure Contract
• Distribution Agreements in the United States
• Letters of Credit in Business Transactions
• Security and Safety For Business Travelers Abroad - Part 1
• Common Sense Security Procedures Part 2 - Inside the USA
• Audits Versus Compilations Versus Reviews: The Differences and what CPAS do to Accomplish Each for a Business
• Borrowing Money From Your Own Business - Some Cautions
• The Constitutional Right to Privacy: Precisely what is it?
• United States Supreme Court Seeks to Negate Some of the Effects of the Internet by Some Relaxation of Anti-Trust Limits on Vertical Price Controls
• Material Adverse Change Provision (MAC Provision) in the Real World
• Litigate or License: The Cost Benefit Analysis that Often Fails
  
  

 5. Family Businesses, Their Unique Advantages and Disadvantages

• Chapter One: Power in the Family Business: Structural and Emotional
• Chapter Two: Ownership and Control for the Next Generation
• Chapter Three: Interaction with Non-family Officers and Key Employees

 6. Commercial Transactions

• Promissory Notes and Related Obligations
• Terms & Conditions on Invoices
• California Requirements for a Guaranty
• Letters of Credit in Business Transactions
• California “Anti Spam” Law
• Equipment Lease Provisions - Some Cautions
• Web Site Disclaimer and License Form
• United States Supreme Court Seeks to Negate Some of the Effects of the Internet by Some Relaxation of Anti-Trust Limits on Vertical Price Controls
• Material Adverse Change Provision (MAC Provision) in the Real World
  
  

 7. Commercial Disputes

• Passing Bad Checks: Remedies And Relief For Victims
• Embezzlement: The Tactics Allowing Successful Recovery

 8. International Commercial Transactions

• International Commercial Transactions Standard Terms and Conditions
• European Union Restrictions On Non Compete Clauses In Distribution Agreements
• Special Governmental and Currency Risks in International Transactions
• Foreign Corrupt Practices Act - Anti-Bribery Provisions
• Authentication of Documents for Use in a Foreign Locale
• SAs and SLs in International Business
• The New Laws Applicable to the International Sale of Goods
• Web Site Disclaimer and License Form
• Outsourcing Contracts and Their Unique Problems
• Whistle Blowing Statutes in Europe Conflict with the Anonymous Reporter Protections in the USA: Possible Simultaneous Solutions
• Export Control Restrictions and Due Diligence as Part of any Off Shore Pre Transaction Analysis
  
  

  9. Buying or Selling a Business or Assets

• Negotiations Non-Disclosure Contract
• Due Diligence: What Is It and How You Do It
• The Basic Business Plan
• Checklist of Questions to Propound for Purchase of Retail Business
• Checklist for Purchase of Restaurant
• Checklist of Questions to Propound for Purchase of a Professional Business
• Building Value to Sell Your Business: Part One, Sale to Insiders
• Building Value to Sell Your Business: Part II, Sales To Outsiders
• Basic Critical Terms in the Purchase or Sale of a Business - The Usual Bumps in the Road Lawyers Expect
• Audits Versus Compilations Versus Reviews: The Differences and what CPAS do to Accomplish Each for a Business
   

 10. Personal Contracts and Legal Issues

• Promissory Notes and Related Obligations
• California Requirements for a Guaranty
• Lease Back Arrangements With Your Own Business 
• The Fiduciary Duty
• Common Sense Security Procedures Part 2: Inside the USA
• The Constitutional Right to Privacy: Precisely what is it?

 11. Real Property Law and Issues

• Homestead in California: Protecting the Family Home
• Lease Back Arrangements With Your Own Business
• Methods to Avoid Claims of Discrimination in Residential Leasing in Communications with Potential Tenants
• “Single Action Rule” of Code of Civil Procedure Section 726

 12. Intellectual Property: Trade Names, Logos and Copyright

• Internet Domain Names
• Web Page Meta Tags: What They Are and the Legal Issues Affecting Their Use
• Web Site Disclaimer and License Form
• Litigate or License: The Cost Benefit Analysis that Often Fails
  
  

 13. Internet and Web Law and Issues

• Internet Domain Names
• Web Page Meta Tags: What They Are and the Legal Issues Affecting Their Use
• Web Site Disclaimer and License Form
  
  

 14. Employer-Employee Issues

• The Employment Non-compete Clause in California
• California Wage and Hour Issues
• Sexual Harassment Training Requirements of 2004
• "Golden Chains" and Your Employees - Methods to Keep Good Employees There with Offers Too Good to Refuse
• Employee Injury and Illness Prevention Programs Requirement Under California Law
• Payment for Employee Travel Time, Expenses and Seminars - What is Required
• Who Owns Employee's Inventions Made at Home
• The Constitutional Right to Privacy: Precisely what is it?
• "English Only" Rules in the Workplace — The Federal Law
  
  

 15. Employer - Employee Disputes

• Enforceability of Mandatory Arbitration of Employment Disputes
• Employee Discipline and Termination
• Exit Interview
• Embezzlement: The Tactics Allowing Successful Recovery

 16. Litigation and Arbitration Proceedings

• Depositions in American Litigation
• The Practicalities of American Litigation: What to Expect and What to Avoid
• Testifying at Trial: How to prepare, How to succeed
• Cost Benefit of American Litigation
• Conducting Depositions – Why It Isn’t Like Perry Mason
• Trial Preparation: What happens in the month before trial
• The Settlement Game - Role of Counsel
• Burdensome Discovery in Litigation - Definitions and Relief
• Discovery Wars - The Meat and Potatoes of American Litigation
• Team Dynamics in the World of Litigation
  
  

 17. Immigration and Visa Law

• Investor's Visa: The "Millionaire's Way to a Green Card"
• The L-1 Visa: Intra-company Transfers which Allow Living and Working in the United States

 18. Construction Law

• The Contractor in the Construction Industry: Eight Practices for Success
• Setting Up a Real Estate Development Company: An Outline
• The Architect Responsibilities and Disputes
• The Role of the Owner In the Construction Project: Doing More Than Writing Checks
• Fixed Price Commercial Contracts – The Perils For The Contractor
• Hidden Change Orders – What Are They and How to Handle Them
• Equitable Aspects of Change Orders: You Don’t Always Get What You Write
• Steps to Compress Industrial Project Timeframes without Litigation
• Minimizing Subcontractor Financial Exposure During the Preconstruction Phase
• Responsible Managing Officers Under California Law

 19. Construction Litigation

• Legal Penalties for Contractor's Failure to Pay Subcontractor
• Bankruptcy and Construction Contracts - What to Do
• Labor Productivity on Construction Projects: The Proper Measure for Bidding and for Damages - Part One
• The Bonding Company on Construction Jobs - How to Handle Them if You are a Claimant
• Construction Delay and Damages Analysis and Critical Path Methodology in Proof

 20. Estate Planning and Trust Documents and Forms

• Durable Power of Attorney For Health Care in California - The Law and the Form
• Gifts to Minors and the Wise Use of Irrevocable Trusts
• Qualified Personal Residence Trust - A Useful Estate Planning Tool
• Prudent Investor Rule - Compliance in California
• Unitrust Conversions - The Basics
• Durable Power of Attorney Form and Article
• Grantor Retained Annuity Trust (GRAT)
• Typical Revocable Family Trust Structure Diagram

These Articles are to give the reader a general description of certain areas of the law. Legal advice is necessary to apply these legal concepts to your particular situation. The Reader should obtain competent legal advice before relying on the Articles.

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