Startup & Business Transactions

Who the firm represents

• Solo founders and co-founder teams
• Early-stage operating businesses
• Service providers and consultants
• Buyers and sellers of small businesses

Common services

• Entity formation and governance
• Founder, operating, and shareholder agreements
• Independent-contractor and services agreements
• Customer and vendor contracts
• Financing documents for early-stage rounds
• Asset and equity purchase transactions

What may be at risk

• Ownership, vesting, and control
• Intellectual-property ownership and assignment
• Personal liability of founders
• Enforceability of key commercial terms

Evidence and documents to preserve

• Existing formation and governance documents
• Prior contracts and letters of intent
• Cap-table and equity issuance records
• Assignments of intellectual property

The firm's approach

Transactional work is preventive litigation. Documents are drafted with the assumption that they will be read carefully by someone with an opposing interest — and structured so the client is in a strong position if that happens.

Frequently asked questions

Startup & Business Transactions Insights

• Character.AI’s Chapter 11 Filing: Disney’s Proposed $20 Million IP License →

  Character.AI’s proposed Disney transaction highlights the differences between licensing intellectual property, selling assets, and preserving a business.

• Irvine's Netlist Reaches $600 Million Patent Licensing Deal With Micron →

  Netlist and Micron entered patent license and settlement agreements calling for $600 million in quarterly payments through 2031—a negotiated license, not a court award.

• San Diego Sues AppLovin Over Advertising Practices and Alleged Click Manipulation →

  San Diego County's civil enforcement suit against AppLovin raises questions about advertising metrics, billable interactions, and disputed charges. The allegations are unproven.

• Groq Shareholders Challenge Nvidia Deal Reported at About $20 Billion: When Does a Technology Transaction Require a Shareholder Vote? →

  Former Groq engineers are challenging its reported $20 billion licensing-and-employee-transfer transaction with Nvidia, raising questions about shareholder voting, technology licensing, asset sales, and fiduciary duties.

• McDonald’s Faces AI Pricing Antitrust Lawsuit: When Can Franchisor Pricing Recommendations Raise Antitrust Concerns? →

  A new federal lawsuit alleges McDonald’s used centralized pricing technology to coordinate menu prices among franchise restaurants. The case raises questions about franchisee independence, shared data, and Sherman Act liability.

• Apple’s $634 Million Masimo Patent Judgment Grows to About $818.5 Million With Interest →

  A federal judge added about $184.2 million in prejudgment interest to Masimo’s $634.3 million patent judgment against Apple. Here is why interest can materially increase litigation exposure.

• Buss Family Challenges Jeanie Buss Over Lakers Stake Sale: What the Dispute Shows About Ownership and Management Control →

  Five Buss siblings are challenging Jeanie Buss over a proposed sale of the family’s remaining Lakers stake. The dispute highlights the difference between ownership, voting rights, management control, and transfer restrictions.

• California AI Company Sues OpenAI Over “Astra” Trademark: What Reverse Confusion Means for Startups →

  A California AI company says OpenAI's GPT-6 Astra creates reverse trademark confusion. Learn what that theory means and why startup trademark clearance matters.

• Jury Returns Nearly $117 Million Verdict Against Joby Aero in Supplier Trade-Secret Case →

  A federal jury returned a nearly $117 million verdict against Joby Aero, Inc., a wholly owned subsidiary of Joby Aviation, Inc., in an NDA and trade-secret case. Learn what the dispute shows about protecting technical IP.

• Ninth Circuit Revives Invisalign Antitrust Claims: When Can a Business Refuse to Deal With a Competitor? →

  The Ninth Circuit revived antitrust claims against Align Technology over terminated Invisalign interoperability, clarifying when refusal-to-deal claims may proceed under Sherman Act § 2.

• Federal Appeals Court Rejects AI-Training Fair Use in Thomson Reuters v. ROSS—but the Ruling Is Narrower Than It Sounds →

  The Third Circuit held that ROSS Intelligence's use of Westlaw headnotes to train a competing AI legal-research system was not fair use—but expressly distinguished generative AI.

• Joby–Archer Trade-Secret Ruling: What California Companies Can Protect When an Employee Leaves for a Competitor →

  A federal court’s Joby-Archer ruling highlights what California businesses can protect when employees leave for competitors, including trade secrets, company files, and return-of-property obligations.

• Santa Ana Smart-Ring Fraud Verdict: Why Startups Must Be Able to Prove They Own Their Intellectual Property →

  A federal smart-ring fraud conviction in Santa Ana highlights a broader startup risk: founders, investors, and buyers should verify who actually owns a company’s intellectual property.

• California Enacts AB 1609: What the New Human Customer-Service and Chatbot Rules Actually Require →

  California enacted AB 1609 on September 28, 2026, creating new rules for customer-service chatbots and access to human representatives at certain large private businesses. Despite shorthand descriptions of the law as a “15-minute customer-service rule,” the statute does not guarantee that every customer will speak to a human within 15 minutes. Instead, it establishes disclosure, human-access, and good-faith response requirements for businesses that meet the statute’s size threshold. AB 1609 takes effect January 1, 2027.

• Can I Force My LLC Co-Owner to Buy Me Out in California? →

  California LLC members generally cannot demand a buyout on request. Exit options usually turn on the operating agreement, dissolution rights, valuation rules, and negotiating leverage.

• AI Startup Sues Perplexity Over Alleged Trade-Secret Misuse After Technology Collaboration →

  A new AI trade-secret lawsuit highlights what startups should document before sharing code, training data, architecture, or technical know-how with a business partner.

• My LLC Co-Owner Is Taking Company Money. What Can I Do in California? →

  California LLC disputes involving company money can raise questions about authority, fiduciary duties, inspection rights, derivative claims, and dissolution.

• California Court Clarifies When Website Terms Cross the “Yelp Law” Line →

  California businesses may protect trademarks and control website access, but they may not contract away consumers’ right to criticize the business. In Scott, Ulta’s particular terms did not cross that line.

• Can I Enforce a Verbal Business Agreement in California? →

  California recognizes many oral contracts, but enforceability often turns on what was agreed, what can be proven, and whether the law required the deal to be in writing.

• Ninth Circuit Rules Against Kalshi in California Tribal-Land Prediction Market Dispute →

  The Ninth Circuit held two California tribes are likely to succeed in showing that Kalshi’s sports-event contracts constitute unauthorized Class III gaming when entered from tribal lands—but the case is not over.

• California Accelerates AI Oversight: What Executive Order N-9-26 Actually Requires →

  California is accelerating independent AI-verification and audit oversight while studying additional frontier-model safeguards—but it has not mandated an AI “kill switch.”

• Ninth Circuit Rules on GitHub Copilot and Copyright Attribution →

  AI-generated code without attribution is not automatically a DMCA § 1202 violation—but that does not mean the output is free from copyright, license, or contract risk.