I am a company founder’s lawyer and corporate outside general counsel.

Corporate Governance, Financing and Transactional law practice focus:

  1. Corporate Formation and Governance:  I form stock corporations, LLC and even general partnerships. I also advise founders on their agreement with co-founders, investors and lenders.
  2. Businesses almost always need capital to grow (and survive).  You may be interested in raising seed capital (via an angel), an institutional round or Series’ round, a partnership round (limited partners in a managed fund or syndicate investments) OR a debt (convertible, secured or unsecured).
  3. Transactional: From the first term sheet for formation thru sale.

Strategy and documents.  I spend half of my time giving advice on strategy and direction and half of my time on documents. Sometimes I spend a week with a client identifying and interviewing prospective business partners here in the US or in Japan. I aspire to be a part of “the client organization” when working with my clients.  Ultimately there is a document or series of documents to be reviewed, drafted, negotiated.

Occasionally I will still take on litigation in Federal court or California State Court. Litigation used to be a majority of my practice.

I work with the following industries: finance and family offices, multi-family real estate investors, investment and financial portfolio management services, custom made furniture designers, encryption service providers, system on a chip designers and ip licensors, apparel designers and manufacturers, various food related business from chocolate to donuts to wine and sake makers, semi-conductors, Apple accessories developers and distributors, hand held device makers (VARS), consumer and business software and a broad range of services including writers and authors.

I have helped clients:

  • Select and form the appropriate entity including “partnership” type entities (e.g. LLCs and LPs and actual partnerships) and C-corporations
  • Change a client’s revenue stream (and margin) by analyzing their business plan and their customer engagement
  • Improve their prospecting approach and close business (yup, not just lawyering)
  • Review and negotiate partnership agreements to re-sell or market services
  • Develop new form customer agreements and terms and conditions for everything from licensing software and content, hardware, technology to selling sophisticated services
  • Analyze their (and their competitors’) soft-IP
  • Improved client’s ability to get paid
  • Reduce the risk of litigation in general and the damages in the event it occurs
  • Negotiate marketing and advertising service agreements
  • Review leases for large commercial buildings and small offices
  • Identify and interview (for my client’s) all kinds of service providers to make, market, distribute and sell a wide-range of products and services
  • Insurance analysis with a client (and their broker) to determine scope of coverage
  • Identify and interview all kinds of third party vendors
  • Develop and stress test business plans
  • Write a private placement memo and business summary for investors and business partners
  • Identify investors and form various entities and documentation to help client’s raise large sums of investments for their start-up and middle-market/established companies
  • Write proposals to win business with the client
  • Interview future C-suite employees with and for clients
  • Act as a sounding board
  • Prepare for a pitch
  • Analyze a lawsuit or claims against a competitor in a wide-range of potential disputes
  • Hire, fire, structure and negotiate compensation and severance
  • Act as lead litigation counsel in state and federal court
  • Identify, qualify and act as an inside business development team member in various industries here in US and in Japan

Not sure where to start?

Don’t worry. I will interview you first, analyze your business challenges and see if I cannot help you (a) diagnose some of your problems and (b) recommend a reasonable course first that has the most immediate impact.

Here’s how I might be able to help you drive more revenue:

  • Some clients want me only to be their drafting, reviewing and opinion/recommendation giving lawyer.
  • Others – most ask me to also become their “out-side business development person,” working alongside your team. My first task is to learn how you make money, where your pain points are in terms of risk and delivery and see how my business and legal mind can help.  This way, I don’t just check your Ts and Cs (terms and conditions), I understand how you succeed and see if I cannot help add value to your bottom line and try to make your staff need me less.
  • Alternatively, I can set meetings with partners, bird dog potential sales prospects and help you develop your business plan with partners, investors and vendors – we can do much of the business development work for you— even in Japan (because of my fluency)
  • Or I can do anything in between.

I appreciate how hard it is to run a business like yours and to hire a lawyer and business advisor, so here’s how we’ve made it easy and risk free


1. You contact me, letting me know what you need.

2. If there is no conflict with an existing client (a potential issue in litigation matters) I will set up a call and we can ask each other a ton of questions.  All confidential regardless of what happens. This first talk is a chance – over an hour or so – to ask and hear about all of the concerns, questions, issues as we get to know each other.  The goal is to determine if there may be a fit.    

I think this first visit – by phone or in person – is very important – because when I take on a new client, we both take on financial risk.

3. If you and I agree to move forward, I will present you with an engagement letter, as the basis for our work together.  

If my engagement letter, including any retainer amount required, is acceptable, we will begin.

I work on basis of hourly, flat or fixed fee, project fee, contingency and in some cases pro-bono and reduced rate.

By the end of our first project (something you and I will clearly outline in our engagement letter), you must be confident that we’re on track to help you (if we haven’t done so already), or we’ll give you a full, prompt refund of 100% of the service fees you have paid us—no questions, no conditions, no small print.

4. If we both feel that there is a fit, we will confirm the basis for our engagement and move forward.

Why wait? Give me a call now. 310-570-2399