Jonathan P. Musgrove is an experienced business attorney in San Diego. Jon provides assistance with business formation, contracts and other needs in business law. We are here to help you establish favorable contracts and minimize liability on your business.

Even if your business relationships are outside of California but you’re based here, we can help you seize new business opportunities, protect your assets, and reduce your tax liability.

If you have questions or are looking for guidance, give us a call us at (858) 386-4080 or fill out the form on this page.

Selecting your business entity type is an important decision. An option that makes sense for one owner may not be the best choice for another owner. In making this decision the owners will need to consider:

Who are the owners?

Who will manage or run the business?

Will decision-making be limited to certain persons?

Who will receive the profits, and in what percentages?

Is there personal liability for the owners, officers and/or directors?

What compliance is required to keep the entity in good standing and to limit liability?

What are the tax consequences of our business structure?

We work with you to identify and implement the best structure for you and the business.

Once the entity is set-up, we assist our clients with the regular compliance issues that are required to maintain the rights and benefits of operating the entity.

This includes internal documentation and filings, reviewing, approving and ratifying significant business activities, and holding regular meetings and preparing minutes.

One of the most significant events a business will face is a change in its ownership. It will happen at some time, unless the business simply closes.

For our purposes here, we are speaking of a business that has multiple owners and for one reason or another, voluntarily or not, one of the owners is transferring his ownership in the company.

Examples of this include an owner who wants to sell his interest in the company; an owner who becomes disabled and cannot continue to fulfill his duties to the company; an owner who conducts himself in a way that does significant harm to the business such that the other owners are justified in forcing him to sell his ownership;

an owner who might be required to transfer his interest in the company to his ex-wife pursuant to a divorce proceeding; or an owner who dies while still owning part of the business.

The foregoing are all real-life examples of what will happen during a business’s lifetime when multiple owners exist. We cannot control some of these events, and are much less likely to determine when they happen.

So, as counselors, we meet with our clients and recommend they consider the options and how to plan for these events. In addition to drafting the documents that outline the procedures to follow, we can refer them to our trusted referral partners to help fund the process through savings or insurance policies.

Even when the departure of an owner is planned, setting the value of the company can raise even more challenges and conflicting opinions. A well-drafted agreement will provide a means for setting the price for the parties in a manner everyone has agreed upon, in advance.

This alone can avoid tens of thousands of dollars in attorney and expert fees if the parties had to litigate the issue of the company’s value.

Purchasing assets rather than stock allows a buyer to make à la carte transactions, like real estate or equipment, without taking on binding contracts (or pending litigation) the company is involved in.

Every situation is unique. We recommend working with an attorney with strong business acumen to help you with these decisions.

If you’ve attracted interest for a possible acquisition or are considering a merger, you can expect a process that can take several months. These transactions can be feel like a marathon, and oversights can take big hits to your endurance.

Transparency is key to a successful merger or acquisition. Before you enter into negotiations, you’ll need to be prepared for any question and have a realistic business valuation.

Experienced buyers will want your EBITDA; Earnings Before Interest, Taxes, Depreciation and Amortisation. A company can also inherit a fair amount of risk after an acquisition, particularly if there’s a chance for an intellectual property dispute.

These cases have become extremely common in the software industry, a big target of venture capital investment in San Diego.

Litigation can be quickly deplete resources and demand energy that could be spent running your business. The friction can be felt at all levels of your organization – and with your customers.

If you don’t have confidence in your legal counsel for this potentially long journey, it can have a disastrous effect on your business and your relationships.

A business-minded attorney should understand the ripple-effect that pending litigation can have on your business and do everything they can to give you peace of mind.

Your business should have certain key contracts and agreements in place. The scope, duration and consideration of the agreement should be indicators to you of whether an attorney’s advice is needed before entering into the contract. Some of the more common agreements we assist our client with are:

• Purchasing and Selling Assets
• Business Formation
• Partnership Agreements
• Operating Agreements
• Buy-Sell Agreements
• Nondisclosure Agreements (NDA)
• Employment Agreements
• Contractor Agreements
• Consulting Agreements
• Franchise Agreements
• Joint Venture Agreements
• Lease Agreement
• Licensing Agreements

The unique marks used in your business are assets of the company. You should treasure your marks the same way you do any other business asset. They are part of your brand, identity and market appeal.

 As they gain greater recognition, the value of your business increases. We counsel our clients on trademark use, application and best practices for protecting the mark going forward.

When buying and selling a business, the parties need to clarify up front whether the deal is an asset purchase or a stock purchase. The distinction may seem insignificant to the parties, but the purchase price, receivables, liabilities and tax implications can be drastically different.

Every transaction is unique. We recommend working with an attorney experienced with these types of transactions to help guide you through these decisions.