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Business | Corporate Law

Litigation & Dispute Resolution

Employment | Regulatory

Restructuring | Mergers | Reorganization

At Venerable–Counselors at Law, PC, we distinguish ourselves from other firms by offering our clients particularly strong resources covering many different practice areas. Our international breadth and depth of practice enable us to handle the most complex matters and solve our clients’ problems as a seamless team. Our firm is noted for its commitment to client service and its ability to solve the most complex and demanding legal and business challenges. Venerable’s service ethic, teamwork and deep sector knowledge combine to create an uncommon advantage. We are dedicated to helping you across the spectrum of your critical business and legal issues. For details regarding our practice in a specific area of law, select a practice area from the list below.

The industries of our client base reflects the range of our expertise, and includes:

You, the individual Medical and Dental Practices
Estates Manufacturers
Restaurants  Non-Profit Organizations (.org)
Wholesalers Commercial Organizations
Construction Companies Automotive Dealers & Organizations

Business & Corporate Law

Our team of attorneys recognizes that business owners are challenged constantly when forming and managing a business.  From the initial process of creating a business plan, obtaining start-up capital, finding a location, hiring and training employees, and advertising to handling the day-to-day operations, business owners have countless responsibilities to oversee. We can help ease the burdens on new owners by efficiently handling their legal matters. Venerable’s corporate practice is designed to meet the legal needs of our clients in an efficient manner by providing industry expertise in addition to practical legal advice.


Our clients range from small start-ups for which we handle the initial organizational matters to seasoned domestic and international corporations for which we handle complex international transactions.   We provide an extensive selection of business services, including but not limited to:

Organizing, restructuring, and dissolution of business entities; Protecting intellectual property rights (trademarks, copyrights and trade secrets);
Finances and investments; Acquisitions, consolidations, and mergers;
General business consultation
Negotiating, drafting, and reviewing commercial contracts (partnership agreements; shareholder agreements; employment agreements; license and royalty agreements; termination agreements, etc.);

Accordingly, we understand that your corporate needs may involve virtually every aspect of your business, so we will work closely with your operations staff in order to design work product that successfully meets your expectations.


At Venerable, we’re with you from entity formation and initial capitalization, through ongoing corporate governance and entity growth, to sale or dissolution. We are your corporate partners, in good times and bad.

Venerable Business & Corporate Sector Services Overview

Entity Formation

At Venerable, we understand how the complex process of forming an entity can be overwhelming and lengthy. There are several decisions every business must consider in its initial stages that will enable its success. Selecting the appropriate business entity is one of the most important to help set you on the right path. The advantages and disadvantages of different business entities are dependent on individual circumstances, including, amongst other things:

  • Liability
  • State and Federal Taxation Laws
  • Management Goals
  • Investment Considerations
  • Exit Strategies

Our attorneys can be relied upon to provide valuable insight and perform all necessary procedures in forming your business. We are also aware that obtaining and managing all the different business licenses (federal, state, county, municipal, etc.) and tax registration certificates is a complicated matter that takes a considerable investment of time. Furthermore, a business may face possible penalties or fines if regulations are not met. Regardless of the required task, Venerable is capable of assisting your company by guiding you through the maze of government compliance and regulation.

Some of the ways we can make your entity formation easier:

  • Form Preparation & Filing. Prepare and file all the required documents needed to keep your business in compliance with regulations and obtain all the necessary licenses, permits and tax registrations.
  • Name Reservations. Reserve your corporate/LLC name prior to formation to ensure the name is available when you are ready to file.
  • Corporate/LLC Kit. Provide a standard kit, all of which include a corporate/LLC seal, minutes or bylaws, stock/membership certificates and more.

For more information regarding certain considerations with respect to particular entities, please read our small business legal entity guide.

Contract Drafting | Business Transactions

At Venerable, we are aware that contracts which are not thoroughly analyzed may easily lead to costly litigation in the future. Consequently, it is necessary to take initiative in order to prevent breach of contract disputes and avoid litigation that can be damaging to a business. Our goal is to create a secure contract that clearly reflects the rights and obligations of each party in the agreement. Quite often, an appropriately drafted contract can help create positive relations between business partners.

Our lawyers manage everything from drafting, negotiation, and reviewing commercial contracts to the final step of executing and exchanging contract documents. We offer comprehensive legal services in all types of business contracts, including but not limited to:

  • Partnership agreements
  • Business operating agreements
  • Shareholder agreements
  • Employment agreements
  • License and royalty agreements
  • Termination agreements
  • Commercial property lease agreements

Business Transactions

As a result of the various transactions a business can participate in, our lawyers will work with you to provide a solid understanding of the requirements of the Uniform Commercial Code (UCC) and the Contract for the International Sale of Goods (CISG). The UCC is uniform set of regulations developed to oversee business transactions within the U.S. and the CISG is a uniform international sales law that governs certain international transactions.

Dissolutions & Withdrawals

Once a business entity has served its purpose or is no longer doing business, it is important to have it legally dissolved or withdrawn from the state(s) it is registered in. Otherwise, it continues to be responsible for state taxation requirements until it takes the legal steps necessary to nullify its existence. Furthermore, a proper wind down of operations prior to dissolution is necessary in order to prevent issues from arising between investors/partners/members. At Venerable, we can assist your business in carrying out a proper dissolution or withdrawal.

International Transaction

At Venerable, our lawyers have the experience and capability to help foreign and domestic businesses in a broad range of international matters affecting their foreign transactions. Since the law for business transactions differs from country to country, professional and experienced counsel is integral in your overseas success. We have the resources and knowledge to help your business complete your international transactions in a professional manner.

Our international legal services, include, but are not limited to:

  • Advising clients on matters related to foreign governments
  • Providing counsel for international commerce and estate matters
  • Facilitating cross-border acquisitions
  • Providing consultation on foreign investment services
  • Assisting in import/export regulation compliance
  • Consulting on international commercial contracts
  • Developing tax structures for international ventures
Management & Finance

Managing a business is stressful and challenging. Since business management requires various skills across a broad spectrum of functions, an experienced business attorney is crucial when planning and executing a successful business plan. We recognize the significance of planning business strategies for operational growth and liability reduction. As such, our experienced business planning and management lawyers are prepared to find, create, and advise you on all planning options available to you and your business.


At Venerable–Counselors at Law, PC, we seek to be your partner in the journey toward business financial stability. While considering various financing opportunities, we can help protect your rights and keep you informed. We can be there for you and your business at the preliminary stages, helping to determine the best type of financing for your business circumstances, in addition to assisting you to bridge communications with debt and/or equity lenders identified as advantageous to your business activities. We then look forward to serving front and center with you to negotiate and close the financing deal that will allow your business to expand its horizons.

Some of the ways Venerable can help with your financing decisions:

  • Assist clients in appropriating funds for business ventures
  • Evaluate business assets and debts
  • Write loan opinion letters to lenders
  • Aid clients with loan restructuring
  • Assess loan options
Restructuring | Mergers | Reorganization

At Venerable – Counselors at Law, PC, we seek to be your greatest asset throughout the business restructuring, merger and/or reorganization process by handling the due diligence and advisement components of the transaction every step of the way, giving you a clear picture of the road ahead while laying the foundation for sound business decision making. Our attorneys will work diligently to ensure that you have all the information necessary to make an informed judgment, so that you maximize the return on your business transition. Out attorneys are experienced in restructuring, merging, and reorganizing businesses in response to any changed circumstances affecting your business.

Employment & Regulatory

Employers have an obligation to follow federal and state employment and labor laws — including those pertaining to discrimination, fair pay, employee privacy, and safety in the workplace. If you and/or your business are faced with a potential legal dispute with an employee or a state/local labor agency, or if you need assistance with any employment law issue, it may be in your best interests to talk to an attorney at Venerable – Counselors at Law, PC, who will explain your options and protect your legal rights.

Thank you for considering Venerable for your business & corporate needs.

Litigation & Dispute Resolution

At Venerable – Counselors at Law, PC, our general litigation practice includes client representation involving virtually every type of dispute, from contract disputes to copyright litigation to shareholder lawsuits; from international litigation to collections to unlawful detainer actions; from class-action litigation to employment litigation to criminal defense matters.

Over 50% of our general litigation practice involves complex litigation cases. We represent both plaintiffs and defendants, at the state and federal level, and we advocate on behalf of individuals, companies and other enterprises in a broad spectrum of disputes spanning many industries, including technology, entertainment, media, banking, real estate, construction, and insurance.

Our litigation team uses decades of experience and knowledge to achieve positive results in your favor, and while we have the resources and expertise necessary to take cases to trial, we also try to negotiate settlements on our clients’ behalf when it is beneficial for them. We will also effectively use alternative dispute resolution (ADR) methods such as mediation and arbitration, when feasible, to resolve conflicts and pending litigation at an early stage to reduce legal costs to the client. No matter the circumstances, we will guide you through the litigation process, press forward with your case, protect your interests, and cheer with you at case resolution. At Venerable, we’re with you in good times and in bad.

Venerable Litigation & Dispute Resolution Services Overview

Alternative Dispute Resolution

As business disputes arise, it is not necessary to go court to settle a business matter. Some business disputes can be settled out of court through alternative dispute resolution, such as arbitration or mediation.

In mediation, all parties gather together and a mediator attempts to guide both parties into a settlement that the mediator believes is fair and reasonable under the given facts, the law, and the industry. The mediator may also propose a settlement to the parties, but the recommendations of the mediator are not binding.

In arbitration, the process resembles expedited court proceedings, without either party experiencing the full costs of going to court. Often, the logistics of arbitration follow the procedures established by mutual agreement between the parties. Unless both parties have agreed to a non-binding arbitration, there are very limited circumstances where parties can appeal the award of the arbitrator.

At Venerable, we will represent you and your company through mediation, arbitration or litigation, whichever is most advantageous to you. The general benefits of alternative disputes resolutions are:

  • Confidentiality
  • Cost-effectiveness
  • Efficiency
  • Parties control the outcome
  • Private filings and proceedings
Bad Faith Insurance Denials

In the United States, a significant number of people have an insurance product of some kind, such as health, dental, automobile, renters, and/or homeowners policies. However, not everyone is aware that when dealing with their insured, insurance companies are bound by a “covenant of good faith and fair dealing.” As such, insurance companies are under an obligation to pay or settle a legitimate claim made against a policy. Unfortunately, problems often arise with insurance companies when they fail to honor the obligations to their policyholder contained in a policy. If a policyholder believes their policy claim was handled inappropriately and/or deceitfully, they may have a claim against their insurance company for “bad faith.”

Insurance bad faith is a tort claim that an insured may have against an insurance company for its bad acts. Some of the ways an insurance company can act in “bad faith” are:

  • Adjusting the claim in a dishonest manner;
  • Intentionally denying a claim by giving false citations of exemptions in the policy to mislead an insured;
  • Failing to make a reasonable settlement offer in a timely manner after liability has become clear;
  • Failing to affirm or deny a claim in a timely manner;
  • Failing to pay your claim within a reasonable amount of time;
  • Refusing to pay claims without conducting a reasonable investigation in regards to the facts and evidence supporting an insured’s claim; and
  • Other intentional misconduct in claims processing.

When a policyholder successfully shows that an insurer has been acting in “bad faith”, they can recover all damages caused by the breach which include:

  • All consequential losses;
  • Loss of use of the insurance proceeds;
  • General damages;
  • Attorney’s fees; and
  • Punitive damages

Venerable represents policyholders in actions against insurance companies based on bad faith insurance denials . We will fight for our clients to ensure that they are afforded the rights and entitlements owed to them under their policy provisions.

Class Action

A class action lawsuit allows a small group of people, who have all been injured by the same entity/company, to sue on behalf of an entire class of people with similar complaints/injuries. While it serves as an important instrument of justice by ensuring judicial efficiency and protecting potential class members, class action lawsuits are highly complex and difficult to prosecute. At Venerable – Counselors at Law, PC, our lawyers have extensive experience in a large range of different class action lawsuits initiated to help victims obtain the compensation they are entitled to. Our experience and strategic planning allows us to fight for individuals and small businesses against much larger corporate or government entities.

Some of the types of class action lawsuits our firm has experience with are:

  • Automotive Defects
  • Consumer Fraud
  • Insurance Claims
  • Product Liability
  • Unfair Business Practices
  • Wage & Hour Disputes

If you believe that you have a potential class action claim, contact our firm for a consultation.


A class action lawsuit allows a small group of people, who have all been injured by the same entity/company, to sue on behalf of an entire class of people with similar complaints/injuries. While it serves as an important instrument of justice by ensuring judicial efficiency and protecting potential class members, class action lawsuits are highly complex and difficult to prosecute. At Venerable – Counselors at Law, PC, our lawyers have extensive experience in a large range of different class action lawsuits initiated to help victims obtain the compensation they are entitled to. Our experience and strategic planning allows us to fight for individuals and small businesses against much larger corporate or government entities.

Some of the types of class action lawsuits our firm has experience with are:

  • Automotive Defects
  • Consumer Fraud
  • Insurance Claims
  • Product Liability
  • Unfair Business Practices
  • Wage & Hour Disputes

If you believe that you have a potential class action claim, contact our firm for a consultation.


We are aware of the considerable challenges that are presented when protecting your business operations abroad. The experience and knowledge of our attorneys enables Venerable to handle complex international business transactions for foreign corporations doing business in the United States, as well as U.S. companies working in foreign nations. Our multilingual capabilities coupled with our network of resources throughout the globe allows us to provide unparalleled service to our clients within this sector.

Labor & Employment

At Venerable, it is our goal to resolve employment disputes in the most economical and efficient manner. Lawsuits cost clients time and money, diverting resources and energy better focused elsewhere. Thus, with respect to labor disputes, we seek to resolve grievances at the earliest opportunity, thereby allowing business operations to move forward without distraction. Our attorneys represent clients involved in the following labor issues:

  • Breach of contract
  • Discrimination or sexual harassment claims
  • Trade secret violations
  • Wage & hour violations
  • Wrongful termination
Real Estate Litigation | Disputes

Our lawyers are dedicated to providing our clients with the litigation necessary to protect their property interests because we recognize that real property ownership is more than just a monetary investment. We offer a wide variety of real estate litigation services, including representation on the following types of matters:

  • Breach of Contract
  • Fraud / Non-Disclosure
  • Landlord / Tenant Disputes
  • Leasing Disputes
  • Purchase and Sale Agreement Disputes

Although some real estate transactions are primarily handled by real estate brokers and agents, wise and experienced investors know that brokers and agents are not trained to identify legal issues before they arise. Thus, without legal representation, an investor opens himself/herself up to unknown liabilities that will disrupt future stability and bleed profitability. At Venerable, we will identify and nullify unknown liabilities before they become real problems, allowing the investor to peacefully enjoy the benefits of their real estate investment.

Need help with a legal dispute? Feel free to contact us.

Employment & Regulatory

At the core of our employment practice is our litigation expertise. We take pride in the fact that many of our cases will never reach the trial stage, since it can be advantageous to resolve a case in an amicable manner early in the proceedings. However, due to our litigation experience, we are particularly adept in managing and defending large complex disputes.

When it is important to take a aggressive legal stance, our considerable litigation capability comes into play for the benefit of our clients. Venerable is experienced at managing high value reputation critical cases involving alleged discrimination as well as whistle-blowing cases, including advising on business critical restrictive covenants and team relocation issues.

Doing business in 2017 and beyond, having direct access to a team of attorneys is mission critical for preventive advice, guiding you through the maze of applicable employment-related laws in the following areas:

Preventive & Compliance Advice Employment Handbook & Policies
Discrimination / Harassment Retaliation / Wrongful Termination
Wage & Hour Violations

Venerable Employment & Regulatory Services Overview

Discrimination | Harassment


To make a claim for workplace discrimination under the Equal Employment Opportunity Commission (EEOC) or state and local laws, an employee must meet three of the following requirements:

  • The employee was discriminated against on the basis of membership in a protected class (protected classifications: age, sex, race, ethnicity, national origin, disability, creed, religion, or sexual orientation, appearance, or source of income);
  • The employee is qualified for a job but was terminated, held back, or demoted as a result of discrimination; and
  • The employee has suffered an emotional or economic loss as a result.

Sexual Harassment

Title VII of the Civil Rights Act is applicable to employers with more than fifteen employees. It allows an employee make a claim of sexual harassment if the employee has experienced one or more of the following behaviors:

  • Unwelcome or unwanted sexual advances;
  • Requests for sexual favors; and/or
  • Other unwelcome verbal or physical conduct of a sexual nature, including the display of sexual images, unwanted touching (sexual battery), and rape.

To make a claim for sexual harassment, the sexual conduct must affect the individual’s employment, unreasonably interfere with the individual’s work performance, or create an intimidating, offensive, or hostile work environment.

To protect your interests, it is important to consult with our lawyers concerning any workplace discrimination or harassment. Since discrimination and harassment cases are complex and sensitive by nature, our lawyers can provide guidance and assistance to ease foreseeable complications.

Employee Handbook & Policies

Our attorneys have experience drafting, reviewing, and revising employment handbooks and policies to ensure your company avoids exposure to unwanted liability. A well-written employment handbook is one of the most cost-effective methods for lowering potential liability as an employer. Employee handbooks and written personnel policies are necessary to establish rules and expectations for your business. They outline employment policies, practices, procedures, and expectations that must be followed by both the employer and its employees.

For employers who make the mistake of either having no handbook or policies in place, or trying to create a handbook without seeking the advice of an experienced attorney, there is a risk of opening their business to significant liability. Professionally written policies can minimize liabilities, while a poorly written handbook may expose your company to preventable and unwanted liabilities.

In addition, laws affecting businesses and employers change over time so it is important to have your handbook reviewed and updated regularly to make sure that company policies comply with current law.

Keeping your handbook and policies accurate and up-to-date is important to any company that wants to minimize its exposure to litigation. If your business is ever involved in employment litigation, your handbook can be a key tool to show that your company was complying with the law.

At Venerable, we are committed to protecting your business by creating, reviewing, and/or updating your employee handbook to comply with federal, state, and local employment laws. As new laws are enacted, we can help you understand how the addition or removal of policies will effect your business.

Preventive & Compliance Advise

With continuously changing laws and regulations regarding labor and employment issues, it is a challenge to remain in compliance. Failure to comply with the law may cause a business to incur statutory penalties or potential liabilities from lawsuits. Venerable has the experience needed to assist our clients in preventing and minimizing the effect of these negative outcomes. Our attorneys strive to provide comprehensive services, such as reviewing a company’s current policies and practices and bringing them into compliance with applicable laws and regulations.

Some of the employment regulations our lawyers advise in:

Safety and Health Standards

  • Occupational Safety and Health – Occupational Safety and Health Act

Health Benefits, Retirement Standards, and Workers’ Compensation

  • Employee Benefit Plans – Employee Retirement Income Security Act
  • Family and Medical Leave – Family and Medical Leave Act

Other Workplace Standards

  • Whistleblower and Retaliation Protections
  • Surface Transportation Assistance Act and Other Statutes
Retaliation | Wrongful Termination


At Venerable, our attorneys can help clients involved in claims of workplace retaliation. Briefly, federal and state laws prohibit employers from firing, demoting, harassing, substantially changing working conditions, or otherwise retaliating against an employee who has filed a legitimate claim against their employer or engages in protected conduct. An employer may not retaliate against an employee who:

  • Filed a False Claim / Qui Tam claim;
  • Filed a workplace discrimination or Equal Employment Opportunity Commission (EEOC) claim;
  • Filed a sexual harassment claim;
  • Filed a workers’ compensation claim;
  • Reported to authorities that the employer participated in an illegal activity; and/or
  • Requested or used leave under the Family and Medical Leave Act (FMLA)


At-will employment means that the employer or employee may legally terminate your employment relationship at any moment, with or without cause. However, there are exceptions to this rule which are created by statute, public policy, or the courts. There are quire a few of people in California who fall under “at-will” employment with two exceptions. The two exceptions are those who:

  • Are a member of a union that has a collective bargaining agreement with the employer; or
  • Entered into a written contract with the employer, specifying a certain length of time and/or conditions for continued employment.

Statutory Exception. Under this exception, an employer may not fire an employee if it would violate state or federal statutes, such as, anti-discrimination statutes.

Public Policy Exception. Under this exception, an employer may not fire an employee if it would violate the state’s public policy doctrine.

Implied Contract Exception. Under this exception, an employer may not fire an employee “when an implied contract is formed between an employer and employee, even though no express, written instrument regarding the employment relationship exists.”

Wage & Hour Violations

In 1938, the United States Congress passed the Fair Labor Standards Act (FLSA) which created regulations that affect all employers engaged in interstate commerce. This act establishes many provisions for labor standards, including minimum wage, overtime pay, recordkeeping, and child labor in the private and public sector.

As a general rule, non-exempt employees are entitled to overtime pay for any work exceeding 40 hours per week while an exempt employee is not. As such, the violations employers often commit regarding wage and hour laws include, but are not limited to:

  • Failure to pay overtime
  • Failure to pay for “off-the-clock” work
  • Failure to meet minimum wage requirements
  • Misclassification as an exempt employee to avoid paying overtime
  • Unpaid or denied rest breaks & lunch breaks

If your are involved in a dispute concerning a wage and hour violation, our attorneys at Venerable are capable of reviewing your matter and protecting your interests.

Questions about employment or employment regulations? Feel free to contact us.