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What Goes Into Stock Purchase Agreements?
What Are Stock Purchase Agreements?
A stock purchase agreement, or an SPA for short, is an agreement that a company or its shareholders and buyers sign whenever shares of a company or corporation get bought or sold. Stock Purchase Agreements are used most often by smaller corporations when selling their stock publicly to create a certain amount of trust and security between buyer and seller. Both the company itself or its respective shareholders can sell stock to potential buyers. That's where Stock Purchase Agreements come in very handy as their purpose is to protect you, regardless of whether you're the buyer or the seller.A Stock Purchase Agreement and a Asset Purchase Agreement Are Not The Same Thing
It's important to know that a stock purchase agreement is not the same things as an asset purchase agreement, or an APG. The main difference is that stock purchase agreements only sell shares of a company in order to raise money or to transfer ownership of shares while asset purchase agreements aim to finalize company asset sales. Namely, the stock purchase agreement will outline several key points:- The name of the company in question
- The name of the buyer(s)
- The market value of shares
- The amount of shares that are being sold
- When and where transactions will take place
- Buyer and Seller warranties and coverage
- Possible employee issues, like benefits and bonuses
- Indemnification agreements to cover unpredictable costs and expenses
What Goes into a Stock Purchase Agreement?
Stock purchase agreements get broken up into several sections that aim to define what certain terminologies mean and to describe how the transaction process works. The contents of a stock purchase agreement will typically resemble the following:- Preamble
- Definitions
- Details of Transactions
- Seller's Warranties
- Buyer's Warranties
- Covenants
- Closing Conditions
- Indemnification
- Termination
- Provisions
The Preamble...No, not the one in the Constitution
The first part of a stock purchase agreement is called the preamble. In it, the agreement is formalized and the respective parties are identified as well as the date of the contract and purchase. Typically, parties are referred to as either "seller" or "purchaser". After these key points of information get stated in the preamble, the next section begins and it is normally called the Recital. This part serves as the main meat and bones of the agreement outline.Definition Section in Stock Purchase Agreements
The definitions section is the first article on most stock purchase agreements as it defines certain key terminologies and phrases which will get used all throughout the agreement. All of the relevant terminology that gets defined will be either boldfaced or capitalized and they will usually be listed in alphabetical order. The attention to detail with the terminology definitions is very crucial, because while it can be very tempting to skip through this section, understanding exactly what these terms mean in the context of the purchase agreement is key since it can drastically impact the meaning of the agreement. Therefore, you really should take the time to read through the whole section so as to familiarize yourself with the wording and its meanings within the agreement. In particular, words such as "liabilities", "material adverse effect", and "seller's knowledge" can all have huge effects on the contract just depending on how they are defined in a particular context.Transaction Part of Stock Purchase Agreements
In this part of the agreement, the exact terms of the sale will be outlined at length. It will contain a part that refers to the seller transferring ownership or selling to the purchaser or the buyer acquiring from the seller some specified amount of shares. Further, the purchase price and any adjustments made to it will be clearly shown here, including:- Share certificates
- Purchase price
- Legal opinions
- Employment agreements
- Escrow agreements
- Other auxiliary documentation
Stock Purchase Agreement Seller's Warranties
In this segment, the seller's warranties are stated expressly and get defined. Untruthful or incorrect representations of warranties can result in the liability of whichever side made the statements. This may include statements concerning past and future facts related to the business, such as:- Conditions
- Operating results
- Liabilities
- Properties
- Assets
- Prospects and goals
Stock Purchase Agreement Buyer's Warranties
For the most part, this part of the agreement is identical in function to the previous section, except that it focuses on the warranties and representations from the buyer's side. Oftentimes, these two sections mirror each other quite closely. Since the buyer usually pays cash for the stock, their warranties may be more limited than the seller's.Stock Purchase Agreement Covenants
Most deals have a set time frame from when the parties agree to sign off and the actual closing. Because of this limitation, the covenants segment of the agreement outlines things that each party should avoid doing during that time frame. Typically, this translates into a long list of actions that need to happen during that time period in addition to some actions which are outright prohibited until the closing of the arrangement.Stock Purchase Agreement Closing Conditions
This part of the agreement is comprised of terms and conditions that either need to be met or waived prior to the time that the arrangement closes. These conditions often include both sides carrying out their pre-closing covenants and ensuring that all terms are fulfilled.Indemnification in Stock Purchase Agreements
Article seven aims to clarify indemnification rights by stating the terms whereby the other party gets compensated just in case one party breaches their contract. It will also typically include a section discussing the losses that may arise from specific cases. You can expect this section to talk about:- The specified period of time in which claims against representations and warranties can't be brought
- Time limits for indemnification
- Use of escrow funds for indemnification, if applicable
- How often or to what extent indemnification is the primary remedy for a breach in contract
- How losses get calculated for recovery
Termination Provision in Stock Purchase Agreements
In the eighth article, you'll encounter details about each party's right to terminate the contract. This will typically cover some of the follow reasons for termination:- Failure to meet a condition
- Mutually agreed upon termination
- Termination by the buyer if the company had a material adverse effect
- Termination in the case of expiration
- Termination for not getting government or third-party consent in a timely manner
Miscellaneous Provisions in Stock Purchase Agreements
The final section of an agreement will always end with a section that goes over any miscellaneous provisions. These provisions touch base on several subjects, like:- Expenses
- Governing law
- Notices
- Dispute resolutions
- Severability
- Counterparts
- Assignments
Why are Stock Purchase Agreements Important?
Stock Purchase Agreements matter because they articulate the terms of a sale and they put it into writing. They can prevent arguments or misunderstandings that would otherwise end up in court. Furthermore, the agreement also gives the buyer more faith in the transaction since the seller has the chance to describe why they are selling. Lastly, it also details other important details, such as warranties, dispute resolution means, and covering costs when unexpected problems cause loss.When Stock Purchase Agreement is Not Useful
Admittedly, there are few situations where having a Stock Purchase Agreement wouldn't be useful, such as:- There is only one shareholder in the company, and/or
- You're offering a limited capacity offering that qualifies for Regulation D exemption.
Why Stock Purchase Agreement Would Be Useful
- The agreement serves as a binding contract that ensures the sale will take place
- It will allow businesses to raise revenue for the company
- The buyer and seller have time to review the agreement before it's finalized
- It explains special tax treatments the signers may get for the transfer.
Instance of Why a Stock Purchase Agreement is Crucial
There are a few instance as to why a Stock Purchase Agreement is crucial to use, which may include the following situations:- The buyer may expect to receive dividends on their investment. They may later claim that they were promised any number of dividends if there is no prior stock purchase agreement in place; dividends can be fully explained when an agreement takes place.
- Some disputes over unexpected costs can cause a disagreement to take place. Without a stock purchase agreement, there's no official dispute resolution protocol in place. As a consequence of that, it can result in high court costs to resolve the issue. With an SPA, at least both parties have an outline on how to handle the disagreement.
- In the event that someone with a large stake in the company leaves, they may decide to sell their shares. Without no SPA in place, they can choose to sell their shares to company outsiders without even asking the other shareholders. With the agreement intact however, a "right of first refusal" clause can be created, which would mean other shareholders will have the option to purchase the shares before they're sold to someone else externally.
Avoiding Disaster:
Some common mistakes that people make is thinking they don't need to make a Stock Purchase Agreement because the person they're selling to is someone known. That decision affects your whole company, so there's no room to leave things to chance or faith. Similarly, simply filling out a pre-made stock purchase agreement template from the internet is probably not a great idea either as it likely won't contain all of the relevant clauses needed for your business. It's always best to have legal professionals craft your document after meeting with you to assess the individual needs and interests of your business. That's where we can help you.California Corporate Attorneys Can Help
We have extensive experience with drafting and filing Stock Purchase Agreements for our clients. We invite you to give us a call at {meta.phoneFormatted} to speak to a California corporate attorney today. Our lawyers in Glendale, Los Angeles County, California, will ensure that your transactions are always in your best interest. KAASS Law, 815 E Colorado St #220, Glendale, CA 91205, {meta.phoneFormatted} KAASS Law is authorized to practice law in California. The above content is intended for California residents only. This content provides only general information which may or may not reflect current legal developments. KAASS Law expressly disclaims all liability in respect to actions taken or not taken based on any of the contents of this website. The above content DOES NOT create an attorney-client relationship. KAASS Law does not represent you unless you have expressly retained KAASS Law in person at the KAASS Law office. KAASS Law helps clients in: Los Angeles, Burbank, Hollywood, Glendale, Van Nuys, North Hollywood, Studio City, Highland Park, Eagle Rock, Sunland, Tujunga, Sylmar, San Bernardino, La Crescenta, La Canada, Beverly Hills, Westwood, Santa Monica, Brentwood. Pacoima, Montebello, Commerce, Alhambra, Downey, Bell, Maywood, Walnut Park, Vernon, Lynwood, Echo Park, Silverlake, Mission Hills, Northridge, Woodland Hills, Encino, Canoga Park, North Hills, Porter Ranch, Chatsworth, Reseda. Get Directions on Google Maps - Read More
Incorporating a Business in California: The Process
Incorporating your Business in California
There are many reasons why you might want to incorporate your business. Forming a corporation helps to protect your personal assets from liability on account of your business's debts and transactions. Furthermore, a corporation can protect you as an individual in the event that a business partner or employee is found guilty of a crime. If this is the business organization model you choose, there are several steps you will have to take in order to finish the incorporation process. Firstly, let's start with naming it.Choose a Name for your Corporation
This part is one of the most important things you can do for your business. A good name is key because it will help with good product promotion and branding. However, the state you file for incorporation must also be okay with your chosen name. This usually means that the name must not already be taken by another corporation that is registered in your state and that the name is distinct enough from other corporations' names that it would not bring up issues of copyright. Your chosen name can (but does not have to) include the words "Incorporated", "Corporation", "Limited" or any abbreviated version of them. Furthermore, your chosen name cannot be misleading to customers, nor can it contain any offensive or controversial words. It is possible to check to see whether your name of choice is already taken by another corporation online by visiting an online entity name checking service, or by sending a name availability inquiry letter to the Secretary of State's office. Lastly, you can reserve your name by filing a name reservation request form, which just requests that the Secretary of State hold your chosen corporate name for no more than 60 days while you finish the filing process.California Corporation's Must File Articles of Incorporation to the Secretary of State
Next, California corporation's have to prepare and file your Articles of Incorporation to the Secretary of State's office. These documents are what the state will use to establish your corporation as a business entity. The articles must contain the name of the corporation, its purpose, the name and address of a registered agent, the street address of the corporation, the amount of shares that the corporation is authorized to issue, and the signatures of the incorporators. As it pertains to outlining the shares of the corporation, your Articles of Incorporation must account for some specifics. If the corporation will have only one class of shares, then the articles of incorporation must list out the total amount of shares that the corporation is authorized to issue. On the other hand, if the corporation is to have more than one class of shares, then the articles must account for the total amount of authorized shares in each class, the designation of each class, and the rights and restrictions that may apply to each class.Corporation Must Have an Agent for Service of Process: Register an Agent
In California, every corporation must have an agent for service of process in the state. This agent has to be a person living in California or corporation that has registered within the Secretary of State's office as a corporation. The registered agent agrees to receive legal papers on the corporation's behalf, in the event that legal action is taken. A corporation cannot be its own registered agent. Lastly, note that the registered agent, be it person or corporation, must have a physical address, meaning a PO box is not sufficient. Next up, you'll want to set up your records book. California Corporations Code 1500: It Pays to Keep Receipts Pursuant to California Corporations Code 1500, your corporation must keep track of important internal information. For this reason, you must set up a corporate record book (physical or virtual), in which you document important corporate paperwork, including minutes of director and shareholder meetings, stock certificates and stubs and shareholder information. Once again, this record must be quite extensive and thus the information it contains is also highly sensitive. It is vital to ensure that the physical and cybersecurity of the record book is of a high standard. It may pay dividends to see our in-depth article about your options for corporate bookkeeping here.Founders' Edition
After you've taken care of the method of record keeping, you'll then need to specify the people who are applying to form the corporation. California law allows for one or more persons, corporations, partnerships, or associations to form a corporation. The people who apply to form the corporation are called incorporators and they are responsible for filing the articles of incorporation. The incorporators should also elect directors and officers, and agree upon corporate bylaws. Upon selecting directors, the incorporators have no further responsibilities. The requirements for specifying incorporators are that the corporation must have at least one incorporator and that their name(s) be listed on the articles of incorporation.Choosing Directors for Your California Corporation
Once the incorporators have named the directors, your new directors will have the responsibility of setting and carrying out corporate policy. From then on, those directors have fiduciary duty to the corporation and its respective shareholders, which ensures that they must always act in the corporation's and the shareholders' best interests. The requirements for specifying directors for your corporation are only that there must always be at least one director and that the maximum amount of directors is proportional to the maximum amount of shareholders.With Direction Comes Purpose: Corporation Must State its Purpose
After your corporation has specified its directors, California law requires that your corporation state its purpose. While a statement of purpose may not sound particularly complicated, it is actually a very nuanced part of the procedure to forming your corporation. The reason for this is that you would ideally want to leave the purpose statement as vague as possible so as to cover as much breadth and scope as possible. This would enable your corporation to operate within all possible boundaries of the law as it pertains to business. Therefore, it's imperative to use generic language for your corporation's purpose statement. For this part, having legal counseling is particularly useful because a seasoned business lawyer will know the best way to word and compose such statements.By Law Corporations Don't Need Bylaws, but...You'll Want Them Anyway
Lastly, the final thing you will want to do is to draft up and sign off on corporate bylaws with the incorporators and directors of the corporation. The irony is that this crucial document is not actually required to be submitted to the Secretary of State's office like the rest of the Articles of Incorporation are, but they are nonetheless vital to have for the smooth upkeep and maintenance of your corporation. This is because incorporation bylaws describe how the company will conduct its operations, how directors and officers are to be appointed, their duties and the manner by which executive meetings take place. It is required that you have your corporate bylaws handy at the corporation's headquarters. They must also specify whether there is a maximum limit to the amount of directors the corporation can have, or whether that maximum will be determined later by a board or shareholders. It's also worth noting that there can't be anything illegal written into the bylaws because state and federal law supersede its authority. Bylaws are also extremely useful for showing that your corporation is legitimate to potential investors and to the IRS.Glendale Corporate Formation Lawyer
The process of forming a corporation can be daunting and tedious, but you do not have to face it alone. As alluded to earlier, experienced business lawyers can greatly speed up and smoothen the process of formalizing your corporation as a legal entity. Our team of California business lawyers have many years of experience with the process and can help your company achieve corporation status quickly and effectively. We invite you to give us a call at {meta.phoneFormatted} to see how a Glendale corporate formation lawyer can help. Our lawyers in Glendale, Los Angeles, California, are dedicating to providing the highest quality legal services for all of our clients.Video About Incorporating a Business in California
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California Premises Liability Claims
California Premises Liability Claims Attorney
In California, anyone who owns property has a legal obligation to keep it safe from hazards. When determining who is liable in a premises liability or slip and fall case, the plaintiff must show that the defendant(s) had ownership, possession, and control of the premises. The individual(s) who owns, possesses, or controls the premises is the one responsible for any injuries arising from a hazardous or dangerous condition of the premises. Therefore, without the crucial element of "control over the premises", no duty to exercise reasonable care to prevent injury on the property can be found.What is Premises Liability?
In California, the owner, operator, and/or lessor of property owe a duty to visitors to ensure that the property is in a reasonably safe condition. Furthermore, another crucial element in premises liability cases is the element of "foreseeability" .The foreseeability of harm is a prerequisite for the recovery of damages. The foreseeability of the danger establishes the duty owed.California Slip and Fall: Negligence Action
If property owner(s) fail to properly maintain the premises and someone suffers injury as a result, they may be liable for damages under premise liability law. As in any other negligence action, the injured person must establish the following: (1) the existence of a duty on the part of the defendant to use due care; (2) a breach of this legal duty; and (3) the breach as the proximate or legal cause of the resulting injury. If you or a loved one suffered damages associated with an accident which occurred on someone else's property, you may be entitled to compensation for your injuries. We invite you to contact our Glendale personal injury attorneys at {meta.phoneFormatted}, for a consultation.Common Causes of Slip and Fall Accidents
Common causes of slip and fall accidents occur when property owners fail to exercise reasonable care in preventing slip or fall hazards, such as:- Wet floors
- Grease or oil spills
- Food debris
- Faulty staircases
- Loose staircases
- Loose carpets
- Spilled drinks or liquids
Slip and Fall on Governmental Public Property
Premises liability claims against government entities, due to injuries sustained on public property are often very challenging to litigate. Government entities enjoy greater protections against premises liability claims than do ordinary private persons and businesses. In California, to bring a successful premises liability claim against a government entity, one must prove an additional element that does not exist in premises liability claims against private entities – under Government Code section 835, the injured party must prove either: (a) a negligent or wrongful act or omission of an employee of the public entity within the scope of his employment created the dangerous condition; or (b) the public entity had actual or constructive notice of the dangerous condition under Section 835.2 a sufficient time prior to the injury to have taken measures to protect against the dangerous condition. Are you wondering how to prepare for a slip and fall claim? If you were injured due to a slip and fall accident, our knowledgeable Los Angeles personal injury attorneys can help you get the compensation you deserve. Call us at {meta.phoneFormatted}, 24 hours a day, 7 days a week for a consultation tailored to the specifics of your case, our attorneys speak English, Spanish, Armenian, Russian, Ukrainian, French, and Italian. - Read More
USPTO Patent Filing and Registration Process
USPTO Patent Filing and Registration Process
Understanding how to patent your creations is crucial because patents protect your ideas from others imitating and profiting off of your original work. The only downside to patenting your work is that the process of registering for a patent is arduous. Taking your idea from conception to patent requires a huge investment of time and energy to research and submit all of the necessary materials. However, to begin the process in the first place, you must first know what exactly a patent entails.
What is a Patent?
Put simply, a patent is a grant issued by the U.S. government which gives the creator or inventor the right to prevent all others from producing, utilizing, or selling their invention. In order to acquire a patent, either the inventor or the business for which the invention was produced must file a patent application with the U.S. Patent and Trademark Office, or USPTO for short. The exact cost of the filing fees varies depending on the type of patent application. But even before thinking of filing a patent with the USPTO, you should research already existing patents at the Trademark Depository Library and the California State Library Patent to determine whether your invention is already patented.
Patents Applications Differ Between Types of Patents
If the invention is not patented, your next move should be to determine which type of application to file for your creation. There are three types of patents available and they are:
- Design Patents: these protect ornamental designs and patterns and are effective for up to 14 years.
- Utility Patents: these protect useful processes, contraptions, articles of manufacture, compositional elements, and improvements to any of these for up to 20 years.
- Plant Patents: These protect new varieties of asexually reproduced plants and are effective for up to 20 years as well.
Prototyping an Invention
While each of the aforementioned types of patents have their distinct uses, unless your innovation has to do with plants or ornamental designs, you will most likely end up filing for a utility patent as that is by far the most common type of patent to apply for. It's also extremely beneficial for you to keep an accurate record of how you came up with the idea of your invention along with an outline of the step by step process. Those pieces of evidence will prove invaluable during the patent application process. Further, if you happen to have a prototype of your invention on hand, then you should also submit that along with the other records.
Here's An Idea...Can I Patent An Idea?
This is where it gets a bit murky, but technically, no. Ideas by themselves cannot be patented. You can only patent an invention or creation that was developed from an idea. The invention must be produced or a description of the creation must be included with your patent application for the consideration to hold any weight. It also goes without saying that in order to file for a patent, you must be the original inventor or creator, or have been assigned the invention by another person or serve as the legal representative of the original inventor.
Ultimately, you may patent inventions, designs, and even plants so long as your inventions is:
- New, as in it is novel and hasn't been patented before
- Non-Obvious, as in it isn't something someone else can easily think of
- Useful, as in the idea can be put to practical use through its implementation.
How Our Los Angeles Patent Registration Attorney Can Help
In order to obtain the actual patent that protects your invention or design, you need to file a non-provisional application, known as a Regular Patent Application (RPA). To get this patent approved, you will have to submit an application that demonstrates how to make and use the invention, why it is different from all other inventions, and describe what exact aspects of the invention or design should be patented.
That process will require many hours of research and preparation in order to avoid having your application delayed or outright denied, both of which would significantly impede your chances of protecting your creation. We can help you to ensure your patent application has all of the necessary elements to get your creations under protection as quickly as possible. At KAASS Law, we value originality and individuality above all else and we invite you to contact our firm to see just how easy we can make obtaining your patents and protections for your inventions and designs. Give us a toll free call at {meta.phoneFormatted} to speak to our Trademark and Patent lawyers today. Our lawyers in Glendale, Los Angeles, CA, are fully dedicated to help you with any legal matters you may need assistance with.
KAASS Law, 815 E Colorado St #220, Glendale, CA 91205, {meta.phoneFormatted}
KAASS Law is authorized to practice law in California. The above content is intended for California residents only. This content provides only general information which may or may not reflect current legal developments. KAASS Law expressly disclaims all liability in respect to actions taken or not taken based on any of the contents of this website. The above content DOES NOT create an attorney-client relationship. KAASS Law does not represent you unless you have expressly retained KAASS Law in person at the KAASS Law office.
KAASS Law helps clients in: Los Angeles, Burbank, Hollywood, Glendale, Van Nuys, North Hollywood, Studio City, Highland Park, Eagle Rock, Sunland, Tujunga, Sylmar, San Bernardino, La Crescenta, La Canada, Beverly Hills, Westwood, Santa Monica, Brentwood. Pacoima, Montebello, Commerce, Alhambra, Downey, Bell, Maywood, Walnut Park, Vernon, Lynwood, Echo Park, Silverlake, Mission Hills, Northridge, Woodland Hills, Encino, Canoga Park, North Hills, Porter Ranch, Chatsworth, Reseda.
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Design Patent Application and Registration
Design Patent Registration Legal Protection
A design patent acts as a form of legal protection given to an ornamental design of a functional item. In practice, what this means is that a design patent prevents others from using, selling, or copying an object with a design that is substantially similar to the design you claimed in the patent. As a result, you have exclusive rights over ownership and distribution of the design. This is a tremendous right to have, particularly since you put in a lot of hard work and effort into creating the design. Some examples of patentable designs include jewelry, furniture, containers, and computer icons.
How is This Any Different from Other Patents?
It goes without saying that there exist different categories, or types, of patents. In the United States, there are three which occur most frequently and which offer the most utility and practicality. The first type is a utility patent, which covers new inventions and creations. The second is a plant patent, which enables an applicant to patent new strains of plants, and finally, the last type of patent is for design. This is the one you will want to apply for if what you created is a style, form factor, or design that has a practical utility to it. Fortunately, due to the vague wording regarding US patent law, there are lots of design creations that can be covered.
U.S. Design Patents
Another way that U.S. design patents stand out from others, is that they allow for the applicant's work to remain hidden or secret. This can be particularly vital if the design is for a new, revolutionary product or software. With more and more emphasis being placed on smart technology, innovation in the field is going to rely more and more on intelligently designed products to captive consumer interest and to garner positive feedback to an ever-increasing amount of press outlets. For the competitive edge alone, having a guarantee that a design patent application will remain secret and not be published until after it is granted can be massive for both large companies and small, independent businesses and startups.
A Well Kept Secret is...Well, Good
A great example of design patents playing a huge role in modern day product placement and marketing is how it can be a decisive factor in lawsuits. For example, in Apple v. Samsung, the pre-emptive design patents that Apple had applied for turned out to be the huge ace card in the dilemma, winning Apple the lawsuit and millions of dollars from Samsung. A great of relating utility and design patents is by considering Apple's iPhone: the way it works is the result of many utility patents and the way it looks and displays information is the result of many design patents. As technology changes and adapts, the role of product design will continue to blur function and ergonomics, making novel designs more and more valuable.
Filing Design Patent Application with USPTO
Prior to thinking about how to file your design patent application, you'll want to ensure that your design is, indeed, novel. For this, you'll have to search through prior art and this step is one of the most grueling as the archive is very expansive and it can feel overwhelming to search through such a huge amount of patents. You'll want to look closely for the combination of design elements that you wish to protect with your patent to make sure it hasn't already been claimed. Even down to the font that you use can be subject to a design patent.
USPTO Design Patent Drafting
This is where you will need to put together all of your findings to present to the USPTO in your application. Here, you'll want to mention what sets your design apart from others, highlighting its novel features. Further, you should include drawings and diagrams demonstrating this. Putting everything together, you'll have everything you need to file your design patent application...but why go through all of that headache alone? At KAASS Law, we are constantly inspired by the beautiful and innovative designs and creations of artists and visionaries. We have years of experience in filing for design patents. We work directly with you to document, record, gather, and showcase all of the novel features of your product design so that the application process is quick and successful. We invite you to give us a call at {meta.phoneFormatted} to speak to our Trademark and Patent lawyers today.
KAASS Law, 815 E Colorado St #220, Glendale, CA 91205, {meta.phoneFormatted}
KAASS Law is authorized to practice law in California. The above content is intended for California residents only. This content provides only general information which may or may not reflect current legal developments. KAASS Law expressly disclaims all liability in respect to actions taken or not taken based on any of the contents of this website. The above content DOES NOT create an attorney-client relationship. KAASS Law does not represent you unless you have expressly retained KAASS Law in person at the KAASS Law office.
KAASS Law helps clients in: Los Angeles, Burbank, Hollywood, Glendale, Van Nuys, North Hollywood, Studio City, Highland Park, Eagle Rock, Sunland, Tujunga, Sylmar, San Bernardino, La Crescenta, La Canada, Beverly Hills, Westwood, Santa Monica, Brentwood. Pacoima, Montebello, Commerce, Alhambra, Downey, Bell, Maywood, Walnut Park, Vernon, Lynwood, Echo Park, Silverlake, Mission Hills, Northridge, Woodland Hills, Encino, Canoga Park, North Hills, Porter Ranch, Chatsworth, Reseda.
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Auto Accidents: Determining Fault in Left Turn Accidents
Car Accidents: Determining Fault in Left Turn Accidents
Car accident claims involving left turn in California often involve numerous factors in determining fault or liability. Under California Vehicle Code § 21801 (a) The driver of a vehicle intending to turn to the left or to complete a U-turn . . . shall yield the right-of-way to all vehicles approaching from the opposite direction which are close enough to constitute a hazard at any time during the turning movement, and shall continue to yield the right-of-way to the approaching vehicles until the left turn or U-turn can be made with reasonable safety. Vehicle Code 21801 (a) also applies to left turn motorcycle accidents. Accordingly, California Civil Jury Instructions (CACI) outlines a "hazard" exists if: "any approaching vehicle is so near or is approaching so fast that a reasonably careful person would realize that there is a danger of a collision [or accident]." In other words, the driver who is attempting to make a left turn must ensure that no oncoming vehicles are close enough to be a hazard before he or she proceeds across each lane the driver of a vehicle will yield the right of way, until the turn may be made with reasonable safety.Location of Property Damage Can Help Determine Which Driver was at Fault in an Auto Accident
The location of the property damage to the vehicles involved in an accident can help determine how the accident may have occurred, as well as which driver was at fault. Below is an example of determining fault in left turn accidents by assessing property damage.You're Driving Straight and Someone Made a Left Turn in Front of You
The you're driving straight and someone made a left turn in front of you scenarios, often times the driver going straight will attempt to swerve to the right to avoid a collision. In this instance, if the damage is located on your left front corner or left front side, that can indicate that you tried to avoid the accident by swerving away. Finally, if the property damage to the other vehicle is located to the right front corner, this likely evidences that the other driver was not paying attention and disregarded and or cut off oncoming traffic. However, if the property damage to the turning car is to the right rear corner, that is evidence that it may have been the fault of the driver going straight and likely may have not been paying attention.Left Turn Auto Accidents: Making a Reasonable Right of Way Yield Prior to Turning
While, every driver is required to yield before making a left, if the person hanging the left made a reasonable right of way yield before turning. Therefore, approaching on-coming traffic then can not speed up, run a red light, or otherwise allow the left turning driver to pass safely. It should be noted that the further the left turning car gets across the oncoming traffic lane, the more likely the driver that is going straight will be found at least partially at fault for not slowing down, and attempting to avoid the collision.Negligence: Proving Fault in a Left Turn Auto Accident
The term "Negligence" is a term used to characterize conduct that creates an unreasonable risk of harm to others. In order to prove negligence you must prove:- The defendant owed a duty toward the plaintiff (i.e. reasonable care for other's safety)
- The defendant failed to act in a reasonable way, or breached its duty (for example, a driver was reckless, drunk, ran a stop sign, or was speeding)
- The defendant's breach was the actual cause of another's injuries
- The defendant's breach was the proximate cause of the injuries (the defendant should have known that the breach would cause injury)
- The plaintiff suffered actual injuries, for which he or she may claim damages
Comparative Negligence Auto Accidents Claims in California
Recovery for damages in comparative negligence auto accident claims are reduced by the percentage of fault of each party. If you were found 30% at fault for causing the left turn accident, your settlement and or judgement will be reduced by 30% of the entire dollar amount settled or awarded. If you are in need of legal assistance, our Glendale auto accident attorneys at KAASS Law can help you through every step of the way.Hire a Los Angeles Accident Accident Lawyer
We provide 24/7 auto accident accident hotline available for victims involved in various accidents including truck accidents, pedestrian accidents, accidents with government vehicle, and more. Our auto accident attorneys in Glendale, CA, charge our clients' zero upfront legal fees. You pay nothing until and unless we successfully secure a settlement or judgement. Our attorneys speak English, Spanish, Armenian, Russian, Ukrainian, French, and Italian.How Location of Property Damage Can Help in Determining Which Driver was at Fault in Left Turn Auto Accident Video
/wp-content/uploads/2018/09/Left-Turn-Auto-Accidents-California.mp4Location & Directions
Address: 815 E Colorado St #220, Glendale, CA 91205 Telephone: (310) 933-5171 Email: [email protected] Get Directions on Google Maps Our lawyers in Glendale, Los Angeles, California, are dedicating to providing the highest quality legal services for all of our clients. KAASS Law, 815 E Colorado St #220, Glendale, CA 91205, {meta.phoneFormatted} KAASS Law is authorized to practice law in California. The above content is intended for California residents only. This content provides only general information which may or may not reflect current legal developments. KAASS Law expressly disclaims all liability in respect to actions taken or not taken based on any of the contents of this website. The above content DOES NOT create an attorney-client relationship. KAASS Law does not represent you unless you have expressly retained KAASS Law in person at the KAASS Law office. KAASS Law helps clients in: Los Angeles, Burbank, Hollywood, Glendale, Van Nuys, North Hollywood, Studio City, Highland Park, Eagle Rock, Sunland, Tujunga, Sylmar, San Bernardino, La Crescenta, La Canada, Beverly Hills, Westwood, Santa Monica, Brentwood. Pacoima, Montebello, Commerce, Alhambra, Downey, Bell, Maywood, Walnut Park, Vernon, Lynwood, Echo Park, Silverlake, Mission Hills, Northridge, Woodland Hills, Encino, Canoga Park, North Hills, Porter Ranch, Chatsworth, Reseda. - Read More
Is a Company Liable for the Acts of its Personnel? – A Case Study of Liability Against an Unincorporated Association for the acts of its Members, Directors, Officers, Agents – Los Angeles, California
Who is liable if a director, officer, agent, or employee of an unincorporated association harms me during their scope of duty or course of employment? Under California Corporate Code § 18250, "Except as otherwise provided by law, an unincorporated association is liable for its act or omission and for the act or omission of its director, officer, agent, or employee, acting within the scope of the office, agency, or employment, to the same extent as if the association were a natural person." This essentially means that the unincorporated association is responsible for whatever its personnel (director, officer, agent, or employee) does, if it is within the scope of the duties that the personnel is engaged in with the association or during the course of employment. For example, usually unincorporated associations are clubs or teams, such as a recreational soccer team. If a director of a soccer club, registered with the California Secretary of State as a unincorporated association, is involved in a automobile accident while driving a bus full of weekend worrier dad's and mom's to a soccer match, than the association is liable. Unincorporated Associations California Secretary of State Filing ua-100 Thus, if the director is liable for the accident within the scope of duty to the association, than under California Corporate Code § 18250, essentially a codified version of the Doctrine of Respondent Superior, the association is likely liable for the director's acts. However, the situation is different if the personnel is not within the scope of duty. For example, committing a unrelated and unforeseeable crime while beyond the scope of duty. - Read More
California Penal Code 1000: Pretrial Diversion and Deferred Entry of Judgement
California Penal Code § 1000 indicates an arrangement commonly known as a pretrial diversion or a deferred entry of judgment, in which a qualifying drug defendant requests to get their case put on hold for a set period of time while the defendant completes a state-approved drug rehabilitation or educational program. Penal Code § 1000 is very important because it enables some defendants to avoid conviction entirely with the deferred entry of judgment, or DEJ for short (this is also referred to as a pretrial diversion).Pretrial Diversion vs. Deferred Entry of Judgement
Whether DEJ applies for any given case will depend on several factors, such as age, previous criminal history, and the crime in question. For instance, DEJ is more restricted for adults, applying only for certain types of drug offenses. On the other hand, for juveniles, deferred entry of judgment usually applies for most first-time felonies.An Overview of How Pretrial Diversion Works
First, a defendant asks to complete an approved program in any county in California. The court determines the eligibility of the defendant and, once approved, provides the defendant with a set period of time in which to complete the program. California courts have both formal and informal diversion. A list of state-approved programs can be found at the courthouse in which the hearing took place. All of these programs will assess the defendant and must ensure a minimum of 20 hours of drug education or rehabilitation. At the end of the program, an assessment report must be provided to the court, detailing the defendant's progress and successful completion of the program.Upon Successfully Finishing the DEJ Program
Upon finishing the DEJ program, the court has an obligation to dismiss the drug charges against you. As such, the benefits of completing the program are that:- You can lawfully and honestly say on an application for employment, school, housing, credit, or any other inquiry that you have not been convicted of that charge
- There will not be a conviction in your record that can be used against you in most cases. However, if you apply for government employment like a peace officer or like, you may be required to disclose.
Failing to Successfully Finish the DEJ Program
Throughout your participation in the court-sanctioned program, the court may determine that your efforts or participation are not satisfactory, or that some other issue has come up. Any of these may disqualify your eligibility for the diversion program. Some of these reasons can include:- You have not attended the drug program
- Your participation was unsatisfactory
- You are not benefitting or showing improvements from the program
- You have gotten convicted of a felony while on the program
- You became convicted of a misdemeanor that shows a tendency for violence (i.e., assault, domestic violence charges, etc.)
- You participated in some other criminal activity that disqualified as per the judge's discretion
What Cases Qualify for Pretrial Diversion Per Penal Code § 1000?
There are two factors that are responsible for determining your eligibility for a DEJ. The first is the type of drug offense itself and the second is your previous criminal history.Drug Offenses
According to California Penal Code § 1000, some drug offenses are eligible for deferred entry of judgment. Most often, these are:- Business & Professions Code § 4060 - Possession of a Controlled Substance
- Health and Safety Code § 11350 and § 11377 - Personal Possession of a Controlled Substance
- California Health & Safety Code § 11377 - Possession of Controlled Substance: Methamphetamine
- Health and Safety Code § 11357 - Possession of Less Than One Ounce of Marijuana
- Health and Safety Code § 11358 - Cultivation of Marijuana
- Health and Safety Code § 11364 - Possession of Drug Paraphernalia
- Health and Safety Code § 11365 - Knowingly Being in a Place Where Drugs Are Being Used
- Health and Safety Code § 11368 - Forgery of a Prescription
- Health and Safety Code § 11550 - Being Under the Influence of a Controlled Substance
- Penal Code § 647(f) - Under the Influence of Drugs in Public
- Penal Code § 653(f)(d) - Solicitation of Drugs or Transportation of Them For Personal Use
- Vehicle Code § 23222(b) - Driving While in Possession of Marijuana
Criminal History Plays a Key Factor in Eligibility of DEJ Program
Your prior criminal history is the other major factor used to determine whether your case is eligible for a DEJ. The conditions are:- You do not have any previous drug-related convictions
- The drug offense in question is only possession-related and doesn't include the selling of a controlled substance
- The offense must be non-violent
- You have no other convictions for a felony within 5 years of committing the drug offense in question
- You have no past history of parole or probation violations
- You have not already participated in another DEJ or pretrial diversion program within the last 5 years
The Steps Needed to Get a Pretrial Diversion
You should know that there are some strings attached with the deferred entry of judgment. It does require the defendant to plead guilty, with the condition that the court does not enter judgment. Thus, the final sentencing, or conviction, is never finalized. The case is therefore left in a limbo period, or deferment. During this period, the defendant must then successfully complete the appropriate, state-approved program. The court will look over the details of the case again and if everything was correctly done, the charge against the defendant will be dismissed.Los Angeles Deferred Entry of Judgement Lawyer
The details surrounding the deferred entry of judgment can get complicated and murky. We can help you to assess if a pretrial diversion or a DEJ is possible given the details of your case. To speak to an Glendale criminal defense attorney, please call our firm at {meta.phoneFormatted} or email us at [email protected]. KAASS Law is authorized to practice law in California. The above content is intended for California residents only. This content provides only general information which may or may not reflect current legal developments. KAASS Law expressly disclaims all liability in respect to actions taken or not taken based on any of the contents of this website. The above content DOES NOT create an attorney-client relationship. KAASS Law does not represent you unless you have expressly retained KAASS Law in person at the KAASS Law office. KAASS Law helps clients in: Los Angeles, Burbank, Hollywood, Glendale, Van Nuys, North Hollywood, Studio City, Highland Park, Eagle Rock, Sunland, Tujunga, Sylmar, San Bernardino, La Crescenta, La Canada, Beverly Hills, Westwood, Santa Monica, Brentwood. Pacoima, Montebello, Commerce, Alhambra, Downey, Bell, Maywood, Walnut Park, Vernon, Lynwood, Echo Park, Silverlake, Mission Hills, Northridge, Woodland Hills, Encino, Canoga Park, North Hills, Porter Ranch, Chatsworth, Reseda. - Read More
What Must Be Proven In Wrongful Death Lawsuits
What Do You Need To Prove in a Wrongful Death Lawsuit?
To successfully bring a wrongful death cause of action in California, the plaintiff typically must show the following: 1) The death of a human being; 2) Caused by another's negligence, or with intent to cause harm; 3) The survival of family members who are suffering monetary injury as a result of the death, and; 4) The appointment of a personal representative for the decedent's estate.Wrongful Death Lawsuit Due To Negligence
If someone dies due to the negligence or misconduct of someone else, the survivors or the decedent's estate may file a lawsuit for "wrongful death". A wrongful death claim is one when a person dies due to the legal fault of another person. The at fault party in wrongful death claims can be a driver at fault in a car accident, motorcycle-auto accident, or a medical professional that misdiagnosed or acted in a negligent manner that caused the death of another.Who Can Sue For Wrongful Death in California?
Wrongful death lawsuits is generally brought by the personal representative of the decedent's estate, and may include a surviving spouse, children, or immediate family members. There areWrongful Death Damages
In a California wrongful death lawsuit, the estate generally seeks compensation for the survivors' loss, such as financial support the decedent would have contributed to the family during the lifetime of the decedent or the plaintiff, loss of companionship, and funeral and burial expenses. The damages in wrongful death lawsuits are measured by "pecuniary and/or financial losses". Courts have interpreted "pecuniary injuries" as including the loss of support, services, medical and funeral expenses. Finally, a damage award may also include interest from the date of the decedent's death. Moreover, the estate of the decedent may also seek non-economic damages including loss of decedent's love, companionship, loss of support, comfort, care, assistance, protection, affection, loss of the enjoyment of sexual relations, loss of decedent's training, and guidance.Wrongful Death Lawyer in Glendale, CA Near Los Angeles
We invite you to contact our Glendale personal injury attorney today for a consultation and case review. KAASS Law has successfully represented victims in California wrongful death lawsuits. Call us at {meta.phoneFormatted}, 24 hours a day, 7 days a week for a consultation tailored to the specifics of your case, our attorneys speak English, Spanish, Armenian, Russian, Ukrainian, French, and Italian. This content is intended for educational purposes only. KAASS Law is authorized to practice law in California. The above content is intended for California residents only. This content provides only general information, which may or may not reflect current legal developments. KAASS Law expressly disclaims all liability in respect to actions taken or not taken based on any of the contents of this website. The above content DOES NOT create an attorney-client relationship. KAASS Law does not represent you unless you have expressly retained KAASS Law in person at the KAASS Law office. KAASS Law helps clients in: Los Angeles, Burbank, Hollywood, Glendale, Van Nuys, North Hollywood, Studio City, Highland Park, Eagle Rock, Sunland, Tujunga, Sylmar, La Crescenta, La Canada, Beverly Hills, Westwood, Santa Monica, Brentwood. Pacoima, Montebello, Commerce, Alhambra, Downey, Bell, Maywood, Walnut Park, Vernon, Lynwood, Echo Park, Silverlake, Mission Hills, Northridge, North Hills, Porter Ranch, Chatsworth, Reseda, San Diego, La Jolla, El Cajon, Chula Vista, Del Mar - Read More
California Penal Code 647(b): Prostitution and Solicitation
California's Penal Code 647(b) defines prostitution as: engaging in a sexual act in exchange for money or other consideration, and makes it a misdemeanor for anyone 18 or older to:- Pay or accept money or other consideration in exchange for a sexual act ("prostitution");
- Offer to engage in an act of prostitution ("solicitation");
- Agree to engage in an act of prostitution;
- California's "pimping and pandering" laws, Penal Code 266h and 266i, or
- "Supervising or aiding" a prostitute, Penal Code 653.23
Engaging in an Act of Prostitution Means
- The defendant willfully intended to engage in a sexual contact or a lewd act with another person; and
- In exchange for money or other consideration (these can be anything of value, including drugs, stolen merchandise, forged money, important documents). It is not necessary to make compensation directly to the person providing sexual favors. Actually, a promise to give anything of value, even in the future, is sufficient "consideration" as that term is used in PC 647(b).
Soliciting Prostitution Means
- The defendant communicated by words or conduct, an offer or a request, to another person to commit an act of prostitution;
- The defendant had clear intent of committing an act of prostitution, it does not matter if the prostitute actually agrees to engage in prostitution, or that any lewd act actually occurred.
Agreeing to Engage in an Act of Prostitution Means
- The defendant accepted an offer for sexual services and agreed to engage in an act of prostitution with another person for money or other benefit;
- The defendant specifically intended to engage in an act of prostitution with that person;
- In addition to agreeing, the defendant performed some act to further the commission of an act of prostitution. It means that the defendant did something after agreeing to commit prostitution that helps interpret the meaning of the agreement.
Defenses to California Prostitution Charge
Entrapment is when a government agency originates the idea of the illegal act, persuades a person to commit a crime and then allows a crime to happen. A person is not considered guilty of a crime if he was coerced or harassed to commit a crime that he was not predisposed to commit. In California's law system entrapment is considered an affirmative defense, so the defendant has the burden of proving in case he or she was entrapped. Lack of Evidence is a common defense under California Penal Code 647(b). In many cases prosecution lacks substantial evidence to prove that the defendant committed a crime punishable by conviction. Misunderstanding: While the defendant may have performed sexual activity but did not have the specific intent to engage in prostitution, he or she cannot be convicted under section 647.Penalties for Prostitution or Solicitation in California Penal Code 647(b)
Engagements in prostitution, soliciting prostitution or agreement to engage in prostitution are considered misdemeanors under California Penal Code section 647(b).Penalties for First Offense Conviction for Prostitution Can Include:
- Up to six months in county jail, and/or
- A fine of up to one thousand dollars
- A suspended driver's license for up to 30 days
- A restricted driver's license for up to 6 months (one may still drive, but only to and from work or school)
Get Help Defending California Penal Code Section 273.5 Corporal Injury on a Spouse and Restraining Order from an Experienced Lawyer
Hire the most dedicated Glendale criminal defense lawyer to the legal services you require! Our attorneys at KAASS Law are highly dedicated to help our clients in every way possible. You can rely on our experienced lawyers in Glendale, Los Angeles, California, to carefully analyze the facts of your case to prove the facts necessary. We back all of our clients and we invite you to give us a toll free call at {meta.phoneFormatted} to speak to our experienced Glendale domestic violence attorney today. Get in touch with us at KAASS Law, 815 E Colorado St #220, Glendale, CA 91205, {meta.phoneFormatted} at any time! KAASS Law is authorized to practice law in California. The above content is intended for California residents only. This content provides only general information which may or may not reflect current legal developments. KAASS Law expressly disclaims all liability in respect to actions taken or not taken based on any of the contents of this website. The above content DOES NOT create an attorney-client relationship. KAASS Law does not represent you unless you have expressly retained KAASS Law in person at the KAASS Law office. KAASS Law helps clients in: Los Angeles, Burbank, Hollywood, Glendale, Van Nuys, North Hollywood, Studio City, Highland Park, Eagle Rock, Sunland, Tujunga, Sylmar, San Bernardino, La Crescenta, La Canada, Beverly Hills, Westwood, Santa Monica, Brentwood. Pacoima, Montebello, Commerce, Alhambra, Downey, Bell, Maywood, Walnut Park, Vernon, Lynwood, Echo Park, Silverlake, Mission Hills, Northridge, Woodland Hills, Encino, Canoga Park, North Hills, Porter Ranch, Chatsworth, Reseda.