Corporate Lawyers for San Francisco, California

Power of Attorney: Essential Legal Requirements When creating a Power of Attorney (POA), you'll need to decide between a financial POA for property and financial matters, a healthcare POA for medical decisions, or both. For estate planning purposes, making your POA "durable" is crucial as this ensures it remains effective if you become incapacitated. The legal validity of your POA depends on several core requirements. You must have mental capacity when signing the document, and your execution must be voluntary without any duress or undue influence. The document needs to clearly identify both you as the principal and your chosen agent, while specifically outlining the powers you're granting. If you want the POA to continue during incapacity, a durability clause must be explicitly included. For proper execution, your signature is the primary requirement, but most states also require one or two witnesses who aren't your agent or beneficiaries. Many jurisdictions also require notarization to make the document legally binding. These formalities vary by state, so using state-specific forms is often the safest approach. Some practical considerations include naming successor agents as backups in case your primary agent becomes unavailable. You should provide copies to relevant institutions like banks or healthcare providers while keeping the originals in a secure but accessible location. Remember that you can revoke a POA in writing as long as you still have capacity. Be aware that requirements vary significantly between states, and some financial institutions may still reject valid POAs despite legal obligations to accept them. The most common mistake is failing to include a durability provision, which would cause your POA to become invalid precisely when you need it most – during incapacity.

SAFE Note Investment: Key Protections & Risks What is a SAFE Note? A SAFE (Simple Agreement for Future Equity) provides rights to future equity in a startup without setting a current share price. Unlike convertible notes, SAFEs aren't debt - they're contractual rights to equity upon triggering events. Key Protections: Conversion rights - Automatic conversion to equity during qualified financing rounds Valuation cap - Sets maximum valuation for calculating your ownership Discount rate - Provides reduced price compared to new investors (typically 10-30%) Pro-rata rights (if included) - Allows participation in future rounds Dissolution rights - Return of investment if company dissolves before conversion Major Risks: No maturity date - Can remain unconverted indefinitely No interest - Return depends solely on equity appreciation Dilution - Ownership can be significantly reduced in subsequent rounds Limited rights - No voting rights, minimal information access, no board representation Uncertain conversion - May never convert if company doesn't raise qualified financing Tax complexity - Unclear IRS guidance on certain aspects of SAFE taxation Terms to Negotiate: Lower valuation cap and higher discount rate MFN (Most Favored Nation) provision Pro-rata rights Conversion triggers and scenarios Information/reporting rights Risk Summary: SAFEs offer minimal investor protections compared to priced rounds. Your investment could remain illiquid indefinitely with no guaranteed return. Without pro-rata rights, your ownership can be significantly diluted in future rounds.

When you're thinking about entering into a business partnership, a Due Diligence Report isn’t just a formality. It’s your insurance policy. Think of it like hiring a private investigator to dig into every part of your potential partner’s business, especially the parts that might not show up until it's too late. Done right, due diligence covers four key areas: financial health, legal status, operational strength, and market reputation. Let’s Talk Money First Financial due diligence isn’t just about checking a few profit-and-loss statements. You want to understand how money really flows through the business. That means looking at cash flow over a few years, checking whether their customers actually pay on time, and digging into outstanding debts, including any personal guarantees the owners have signed. For example, they might look profitable on paper, but if their top clients delay payments or argue about invoices, cash flow could be a real problem. You also want to uncover liabilities that don’t show up on the balance sheet. Pending lawsuits, warranty obligations, or environmental cleanups can quietly become your problem once you're tied together. And taxes? Those are non-negotiable. Unpaid payroll or sales taxes can turn into personal liability in many states. That’s not something you want to inherit. Legal and Regulatory Risks This part is about making sure the business is actually in good standing and that nothing in their legal structure or contracts could come back to bite you. You’ll want a thorough review of any ongoing litigation, along with a close read of their major agreements. Some contracts might have clauses that restrict operations or create extra obligations you weren’t expecting. Employment agreements can be especially tricky. Non-compete clauses or change-of-control terms might trigger bonus payouts or resignations if ownership shifts. Licensing is another area to watch, especially in regulated industries. Operating without a valid license can shut a business down immediately. And if the company claims to own valuable intellectual property, a good due diligence process will verify those claims through proper trademark and patent records. Next, Take a Hard Look at Operations This is where you figure out whether the business can actually deliver what it promises. Who are the key players? Are they under contract? What happens if they leave? You also need to understand the supply chain. If the business relies heavily on a single supplier, that’s a serious vulnerability. Don’t forget the tech. Many businesses run on outdated systems that won’t integrate with yours or scale with growth. Fixing that after the deal is signed can get expensive quickly. Reputation Matters, Too The company might look solid internally, but how does the market see them? You’ll want to assess their competitive position and whether their revenue depends heavily on just one or two customers. If 60 percent of their income comes from one account, losing that relationship could collapse the whole operation. You should also review their online footprint, compliance history, and any bad press. If their name is tangled in negative headlines or public disputes, it could affect your brand just by association. What Do You Do with All This Information? Use it to shape your negotiations. If financials are shaky, you might want the owners to personally guarantee certain obligations or ask for monthly reporting. If litigation is pending, you can negotiate indemnification clauses that protect you if things go sideways. It also helps you choose the right deal structure. Maybe a joint venture makes more sense than a general partnership. Limiting liability could save you from taking on more risk than necessary. Can You Do This Alone? You can review basic documents yourself, but deeper analysis often needs professionals. A CPA can spot issues in financials and tax returns that might not be obvious at first glance. Employment attorneys can identify red flags in hiring practices or compensation agreements. If the business operates in a complex industry, bring in someone who knows that space. Tech companies especially should get a cybersecurity review. You don’t want to discover a data breach after you sign. What’s This All Going to Cost? Professional due diligence usually runs between $5,000 and $25,000, depending on how complex the business is. But more often than not, it pays for itself, either by uncovering issues that give you leverage or by helping you walk away from a bad deal before it’s too late. Expect the process to take four to eight weeks. You’ll usually get some early insights within the first two, but thorough analysis takes time. Building that into your timeline prevents rushed decisions and costly surprises.

Hi: Generally speaking, you have several options (many of which you've identified). 1. You can revoke S-Corp status (if you have a corporation and want C-Corp status). However, revocation won't be effective until the 2024 tax year. With that said, sometimes people inadvertently revoke S-Corp status by taking certain actions (which we can discuss). 2. You can create a new entity and structure it in the way you want (corporation, LLC, partnership, etc.). Then, you can wind down the S-Corp. 3. You can merge your existing S-Corp into an entity and have that entity survive and your S-Corp "merge out" and disappear. The approach that makes the most sense depends upon your business, the assets held by your S-Corp, and your objectives. Best regards, Chris Jackson

Happy to discuss, but it looks like you might want to submit a formal request for bids.