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Category Archives: California Law Update

California to Require Women on Public Company Boards

October 1, 2018

California will now require publicly traded companies headquartered in California to place women on their board.

While I am a big supporter of women in business I think legislating quotas of how many women should be on a board is a bad move. There are very strong economic reasons to do put women in leaderships – but forcing it is only going to cause a second guessing. And companies are going to have to do it to comply (with resentment) rather than for seeing it to be the right thing to do.Read the rest

Head East Young Man: Moving Your Business from California to Texas (Part IV of IV)

January 7, 2017

So you are moving from California to Texas?  What about existing business?

In our experience, may people move their legal entity as part of a relocation. They just don’t want to be dealing with the old state any more.

Existing Contracts. Obviously, the first issue is the XYZ, LLC, a California limited liability company is now XYZ, LLC, a Texas limited liability company. This is usually seen in bank accounts and contracts.

If there was a conversion this is usually just a matter of paperwork.… Read the rest

Head East Young Man: Moving Your Business from California to Texas (Part III of IV)

December 17, 2016

What does it look like to change States of Formation?

Changing your state of formation can be a lot less painful than it used to be.  Don’t worry – we’ll dive into some of the legal terms you are about to read in detail later in this blog.

Conversion.  In many cases a conversion can be done.  Both the state the company is leaving and the new state need to legally recognize a conversion.

If conversion is recognized by both states the process is fairly straight-forward though some of the paperwork can get complicated. … Read the rest

Head East Young Man: Moving Your Business from California to Texas (Part II of IV)

December 10, 2016

So if you are considering moving your company from California to Texas, how is it done?

Like most things it will probably be easier if broken down into steps.

Step 1 – Where are you Legally Formed?  The first step is to assess where things stand currently. Many business owners form a company in the state they start operations. So many businesses operating in California are California entities, in the form of LLCs (limited liability companies), corporations or limited partnerships.  However, some entities are formed in other states, like Delaware.… Read the rest

Head East Young Man: Moving Your Business from California to Texas (Part I of IV)

December 3, 2016

Numerous articles in the popular press have shown the demographic shifts and that a lot of people are moving from California to Texas.[1]  Naturally some of the people moving into Texas are going to be business owners. While we don’t have the hard statistics, our hunch is that there are a lot of business owners that are part of the migration.

In this multi-post blog series we’ll look at why this is happening and some of the things to do to make it happen.… Read the rest

Covenant Not To Compete When Buying or Selling a Business (Part V)

July 21, 2016

Texas.

In Texas, as in many other states, a covenant not to compete is enforceable if: (i) it is ancillary to or part of an otherwise enforceable agreement at the time the agreement is made; (ii) it is reasonable as to time, geographic area, and scope of activity to be restrained; and (iii) the restraint imposed is no greater than is necessary to protect the goodwill or other business interests at issue.[1]  If the first two conditions are met but the restraint imposed is greater than necessary, Texas courts have the authority to reform the covenant to the extent necessary to make it reasonable as to time, geographic area, and scope of activity.… Read the rest

Covenant Not To Compete When Buying or Selling a Business (Part IV)

July 14, 2016

New York: Sale of Business and Good Will Beyond the Label.

In New York, non-competes used to be strongly disfavored by courts.[1]  Over time, however, courts came to recognize that there are situations in which it was not only desirable but essential to enforce non-competes.[2]  For example, in the context of a sale of a business along with its good will as a going concern, New York courts enforce a covenant not to compete because a seller of a business should not be allowed to recapture the good will of the very business he or she transferred for value by competing against the buyer.… Read the rest

Covenant Not To Compete When Buying or Selling a Business (Part III)

July 5, 2016

Florida: Reasonableness Matters.

In Florida, restrictive covenants are not prohibited, so long as they are reasonable in time, area, and line of business.[1]  In the context of the sale of a business or professional practice, Florida courts generally presume reasonable if the restriction is less than three years in duration and unreasonable if more than seven years in duration.  Additionally, the person seeking to enforce a restrictive covenant must: (i) show the existence of a legitimate business interest justifying the restriction, such as trade secrets, other valuable confidential business or professional information, substantial relationships with customers/patients/clients, goodwill, or special training; and (ii) prove that the restraint is reasonably  necessary to protect the legitimate business interest.… Read the rest

All postings are intended to be planning tools to familiarize readers with some of the high-level issues discussed therein. No posting is intended to be a comprehensive discussion and additional details should be discussed with your transaction planners including attorneys, accountants, consultants, bankers and other business planners who can provide advice for your circumstances. This article should not be treated as legal advice to any person or entity.