Practice Areas

Business Formation & Startups

 

Selecting the right type of business entity is an important first step.  Different business entities come with different types of governance, tax treatment, protection against personal liability and attractiveness to investors.

Most companies that plan to take outside investment elect to form as a corporation or limited liability company (LLC).  Corporations are subject to more statutory requirements and governance formalities than an LLC, but many investors are more comfortable (or even require) this form, and many employees are more familiar with the type of stock options that a corporation can offer.  Tax implications are also an important factor.  C-corporation profits are subject to double taxation (at the corporate level, and again as dividends at the individual level), but a qualifying S-corporation can elect to be treated like a partnership for tax purposes.  LLC profits and losses can “pass through” to members without double taxation.

We can help you select the business entity that makes the most sense for your company.  Whichever entity you choose, Karvelis + APC will guide you through the process of forming your company, adopting appropriate governance documents and shareholder agreements, issuing founder equity, setting up an equity incentive plan, protecting your intellectual property and creating forms and processes to help your company comply with applicable laws and manage risk – helping you stay clean and fundable.

Capital Raising Transactions

 

Money drives the growth of any business.  Karvelis + APC advises both private companies in a wide range of capital raising transactions. After the initial startup stage, many businesses will need a cash infusion (from outside the founders’ pockets) to get to the next level. While investors write checks for teams and ideas that they like and believe in, it is their job to negotiate deals that will minimize their risk and maximize their potential profits. Karvelis + APC will negotiate and guide you through this process so that you understand the control you are trading for investor capital.

Mergers & Acquisitions

 

We advise founders, family offices, boards of directors and shareholders in merger and acquisition transactions of all types and sizes. We appreciate that every transaction, regardless of size, is important and help our client’s select the appropriate structure. Karvelis + APC has advised on smaller deals involving the sale of specified assets, to major stock and asset sales. We have experience in asset deals, stock deals, merger transactions, management buy-in transactions and restructurings.

Investor Representation

 

Karvelis + APC represents a number of sophisticated and new investors. We work closely with investors to develop investment strategies, structures and terms that reflect the investor’s unique goals and risk tolerance.  We assist with due diligence, structuring and negotiating terms, drafting and reviewing investment documents and post-closing obligations.  Our expertise on both sides of the table allows us to aggressively negotiate deal structures and terms that protect investors, while maintaining alignment with founders so that the company can grow and succeed. 

Intellectual Property 

 

Trademark
For most businesses, there is no more important asset than the brand and related goodwill such business has cultivated with its customers. Karvelis + APC helps its clients build and strengthen your brand and trademark portfolio by helping you identify, search, and clear the protectable elements of your brand; register and police your trademarks and trade dress; assist in domain name dispute resolution; and provide advice and counsel on trademark related transactions including:

- franchise agreements,
- coexistence agreements,
- trademark licenses and assignments,
- manufacturing and distribution agreements.

Trade Secret
Many businesses have valuable proprietary information operating as their "secret sauce," and consequently desire to protect such information. The majority of information and intellectual property, such as recipes, customer data, business plans, and financial records, is not subject to patent, copyright, or trademark protection, and as a result, should be kept confidential to remain protected. Karvelis + APC can help you protect your company's trade secrets in a myriad of ways including by:

- assessing the best type of protection for your business's proprietary information,
- negotiating license agreements for the joint development of
- information and intellectual property,
- developing and drafting the confidentiality agreements, nondisclosure agreements, and policy manuals that you and your employees, partners, contractors, and consultants need.

Copyrights
Original works of authorship created by a business, such as menu designs, marketing materials, and webpages may be eligible for copyright protection. Karvelis + APC can assist you and your business in obtaining copyright registration, managing your copyright portfolio, and providing advice and counsel on copyright related transactions including:

- joint development agreements,
- copyright licenses and assignments
- employment, contractor, and consultant agreements.

Employment & HR

 

Start-ups aren't known for having excellent employee documentation, but the cost of not having such documents can be immense. Karvelis + APC works with clients to establish employee onboarding procedures and documentation, including offer letters, proprietary information agreements, employee handbooks and equity incentive plans and agreements and internal policies and procedures that reflect your company's unique culture.

We frequently advise clients on the most common and pressing issues affecting executives and managers, including:

- Wage and hour matters, including issues relating to tipped employees
- Employee misclassification and independent contractors under AB5
- Trade secrets and confidential information
- Employee discipline, termination and severance agreements
- Advanced leave issues
- Discrimination, harassment and retaliation claims

Moreover, we often provide training in manager and corporate meetings on topics including unlawful harassment and discrimination, following California and federal employment laws, proper hiring techniques, and engaging progressive discipline.

When employee complaints arise, our firm has successfully represented employers in employee disputes before the California Labor Commissioner and represents employers and employees in state and federal courts involving a broad spectrum of employment-related issues.

Strategic Advising and Introductions

 

In business, it’s both what you know and who you know. Karvelis + APC attorneys have represented hundreds of corporate and investor clients with different backgrounds, goals, and business structures. This gives us a unique look at the big picture as well as first-hand experience with what has worked in the past and what hasn’t. It also lends itself to an extensive Rolodex of some of the most influential members of our community.

Strategic Advising

When determining future strategy, you need to take in the big picture of the current marketplace, past successes and failures, regulatory issues, and tax consequences. Business founders often get so caught up in their businesses that it is hard for them to step back and take an objective look at where they want to go. Karvelis + APC has done hundreds of deals and seen a multitude of pitfalls and shortcuts.  As a strategic partner, our goal is to use our experience to help you move forward in a way that avoids costly mistakes along the way and to provide objective guidance to help grow your business for the long term.

Introductions

Your company may have the best business idea along with the talented people to execute it, but sometimes execution also requires knowing the right people and/or infusing the right amount of capital from the right source. From obtaining financing to finding suppliers or distributors to signing on your first client, you have to be able to find the right person to make the deal happen. Karvelis + APC worked with hundreds of clients in our decades of experience and can help steer you in the right direction. Whether it is one of our corporate clients with complementary interests, a networking group, or a former classmate, we can help you find the right people to help your business grow.

General Counsel Services

 

Most people think of their attorneys in the context of lawsuits, drafting contracts, or closing a business deal. These are all valuable services, but hiring an attorney only when you think you need one provides two main disadvantages. First, the fee for a single transaction will often be higher because there is no ongoing relationship and the attorney will have to spend time learning about your company and what it is trying to accomplish. Second, not having an on-call attorney and needing to find an attorney creates an additional barrier to seeking legal advice that may lead your business to skip consulting with an attorney even when it would be in its best interests to do so.

When Outside General Counsel Services Might Be Needed

  • Review a contract proposed by a business partner

  • Draft standard contracts or leases

  • Attend board meetings

  • Questions about employment matters

  • Grant equity and maintain capitalization records

  • Discuss compliance issues surrounding new business proposals

  • Get early advice on circumstances that might lead to litigation

How General Counsel Services Work

When you sign up for our outside general counsel services, you pay a monthly flat fee.  Any time you have a quick question or just need a simple document reviewed, all you need to do is pick up the phone. When a more complex matter arises, you will have access to our full services.

Leasing (Real Estate)

 

Our clients receive value not just from the land and the structures they own, but, just as importantly, from the leases they hold. We work to protect and enhance the value of a landlord’s assets no matter the market—boom, bust, or somewhere in between. We have the experience to know which lease provisions impact the value of the real estate when it is time to sell or refinance.

Karvelis + APC has extensive experience representing both landlord and tenant interests and issues in power center, mixed-use, and neighborhood retail centers relating to the leasing and operation by major tenants.

Real Estate Finance

 

Successfully navigating the challenges of real estate financing in a constantly evolving lending environment requires counsel with an intimate knowledge of market trends and the legal and business concerns impacting the deal. Karvelis + APC’s extensive experience in real estate finance covers a broad range of financing structures and vehicles, representing borrowers, and investors. Our expertise includes structuring, negotiating, documenting, and closing:

  • Conventional loans

  • Construction loans

  • Securitized financings

  • Sale/leaseback transactions

  • Mezzanine financings

Purchase & Sales (Real Estate)

 

The work of drafting and negotiating complex purchase and sale agreements is at the heart of our practice, and Karvelis + APC also has deep experience in the collateral issues involved in these transactions, such as providing detailed analysis of title and survey matters, analysis of compliance with existing entitlements, counseling on development, construction and financing issues, and review and analysis of existing leases.

We have represented real estate investors and developers in the acquisition and disposition of all types of properties, including mixed-use commercial projects and multifamily residential developments.

Joint Ventures (Real Estate)

 

Working as counsel for both developers and investors, Karvelis + APC has drafted and negotiated hundreds of joint venture agreements, from the most most basic LP/GP arrangements to the more highly complex. We are able to provide sound counsel on the many issues that arise in these relationships, including decision-making controls, allocation of guaranty risks, promote distributions, buy-sell rights, and other exit strategies

Estate Planning

 

The intersection of wealth and family ties presents an array of legal issues that require an extensive knowledge of the law, considerable forethought, and a great deal of sensitivity. Without proper planning for the future and protection of assets, individuals and families are threatened with losing a significant amount of their legacy to taxation and personal lawsuits.  From wills and revocable living trusts to irrevocable trusts, transfer of businesses to family members, family limited partnerships and private foundations, charitable planning and pre-marital agreements, Karvelis + APC works closely with clients to substantially reduce transfer taxes so that succeeding generations can receive more of the family wealth. We also integrate appropriate asset protection strategies as part of the client’s overall estate plan to preserve the estate during the client’s lifetime and afterward.

Bankruptcy (Chpt 7 & Creditor Claims)

 

We provide both sophisticated debtors’ and creditors’ rights representation. Given our business practice, Karvelis + APC understands when bankruptcy may be a viable path forward. With bankruptcy protection, debtors receive an automatic stay, which prevents creditors from pursuing any form of collection. We also understand the delicate balance between debt collection and pushing a debtor toward bankruptcy protection. No matter which side you are on, Karvelis + APC is committed to protecting your rights at every stage.