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| EMERGING
GROWTH COMPANIES |
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The Schinner Law Group's Emerging Growth Companies
practice takes an interdisciplinary approach to serving
technology companies and other growing enterprises throughout
the world. The Schinner Law Group is composed of a core
team specializing in matters of finance and corporate governance,
licensing and strategic transactions, and intellectual property
protection. We represent clients in such fields as computer
hardware and software, networking, communications, and Internet
travel services.
Whether the goal is securing capital, making
an acquisition, corporate restructuring, or long-term revenue
growth, our attorneys have the focused experience and skills
to help our client's achieve their objectives. We help companies
in all phases of their life cycle, from start to finish.
We often begin working with clients before formation, advising
founders on company structure, taxation, employment, technology
protection, obtaining financing, and matters of expansion
and corporate maintenance. We help our clients grow by negotiating
successful deals and writing agreements that are essential
to their business. We help many clients reach the summit
through merger, acquisition, or direct public offerings.
We don't view our clients as sources of revenue.
We don't offer (or charge) for inessential advice. We are
sensitive to both time and budgetary constraints that emerging
growth companies face. We try to deliver practical advice
that facilitates growth, yet offers protection.
As advisors, we help our clients make sound
legal and business decisions.
Our philosophy is that by helping a client's business prosper,
we are building a life-long relationship that will reward
us in myriad ways. As service providers, the greatest reward
comes from helping a client pursue and realize his or her
dreams. The greatest compliment is not a legal victory,
but when our client calls us a "trusted advisor"
and an important part of the management team.
The Schinner Law Group prepares emerging growth
companies for success. As one client says, The Schinner
Law Group is our "in-house, out-house counsel."
Contact: Michael Schinner at schinner@schinner.com

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| CORPORATE |
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As general counsel to many emerging growth companies, The
Schinner Law Group understands their need for practical,
efficient, cost-effective and timely legal services.
Although our attorneys have formed
hundreds of companies, we treat each client individually.
First, we interview each client to determine the best form
of entity, whether C corporation, S corporation, partnership
or limited liability company. After formation, we assist
with ongoing operations (including negotiating and drafting
various commercial contracts), handling intellectual property
matters (including trademark registration and licensing
and protection of trade secrets), structuring incentive
and deferred compensation arrangements, stock options, employment
agreements and other employee benefits, drafting shareholder
buy-sell agreements, and creating vehicles to integrate
an individual's business and estate planning objectives.
The Schinner Law Group is fully experienced in all aspects
of acquisitions, mergers, recapitalizations, reorganizations,
divestitures and corporate liquidations and dissolutions.
The Firm has handled dozens of corporate financings,
including convertible debt financings, private placements,
Regulation D offerings, venture capital financing, SCOR
(Small Corporate Offering Registration), and Internet Direct
Public Offerings.
Contact: Michael Schinner at schinner@schinner.com

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| TAX |
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Do you want an aggressive or conservative tax lawyer?
At The Schinner Law Group, our tax attorneys have years
of tax experience and therefore know when to take a conservative
route and when to explore every aspect of the law to implement
innovative legal solutions.
Before an attorney can offer creative tax
solutions, however, he or she must have a solid grounding
in the fundamentals of tax law. All of our tax attorneys
have a Masters of Law degree in Taxation. Several of our
attorneys are adjunct professors in the Masters of Law
in Taxation and Masters of Science in Taxation programs
at Golden Gate University in San Francisco. We are frequently
retained to provide expert opinions on tax matters. We
have published articles in the leading tax journals, including
Journal of Taxation, Journal of S Corporation Taxation,
American Journal of Tax Policy, California Tax Lawyer,
and California Business Law Practitioner.
From this foundation of tax knowledge, we
can offer creative, legally-supported tax planning in
individual, corporate, partnership and real estate transactions.
The Firm's tax group handles all tax-related
client services, including counseling clients in connection
with entity-formation (whether C corporation, S corporation,
partnership or limited liability company), structuring
incentive and deferred compensation arrangements, stock
options, employment agreements and other employee benefits,
drafting shareholder buy-sell agreements, and integrating
an individual's business and estate planning needs through
a variety of vehicles such as family limited partnerships
and family LLCs. The Firm's tax group advises on all aspects
of acquisitions, mergers, recapitalizations, reorganizations,
divestitures and corporate liquidations and dissolutions.
Our attorneys have represented taxpayers in audits by
the Internal Revenue Service, California Franchise Tax
Board, State Board of Equalization and Employment Development
Department, and in tax litigation before the U.S. Tax
Court, the California State Board of Equalization and
other federal and state administrative agencies and courts.
Contact: Michael Schinner at schinner@schinner.com

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| INTELLECTUAL
PROPERTY / PATENTS |
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In today's global economy, the new currency is intellectual
property. It is reported that the intellectual assets
of most companies comprise about 80 percent of the company's
total value. Just how valuable are these assets?
The trademarks "Coca Cola", "Budweiser" and "McDonalds"
alone are estimated to be worth more than $1 billion.
Volkwagen learned the hard way. The German automotive
manufacturer acquired the assets of Rolls Royce for $790
million. However, it neglected to obtain the rights
to the Rolls Royce name or logo. That omission allowed
BMW, Volkswagen's chief rival, to grab those rights from
Rolls Royce's jet engine subsidiary for a mere $66 million.
Thus, for a fraction of Volkwagen's costs, BMW now controls
the Rolls Royce Brand. Successful companies know
how to create and protect their intellectual assets.
At The Schinner Law Group, we counsel emerging
growth and established companies in a wide range of intellectual
property matters. Whether "dot com" companies such
as Internet content providers or "brick and mortar" businesses
such as natural food manufacturers and microbreweries,
we help our client exploit and protect their intellectual
assets.
We are excited to be part of the Internet
revolution and share our clients' enthusiasm for its unlimited
applications. Yet as the Internet boldly carries
us into new frontiers, the courts are just beginning to
grapple with many unprecedented intellectual property
issues, particularly where the areas of trademark, copyright
and patent law converge with the web. We help steer
our clients through these uncharted waters combining rock-solid
legal strategies with cutting-edge, solution-based techniques.
Our intellectual property services extend
to:
- Trademarks (domestic and foreign)
- Copyrights
- Internet
- Computers and software
- Cross-promotion, co-branding and licensing agreements
- Unfair Competition
- Trade Secret protection
- Entertainment law, with an emphasis on multimedia
and music
- Intellectual property litigation, including the prosecution
and defense of infringement claims
- Patents
Contact: Michael Schinner at schinner@schinner.com

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| REAL
ESTATE |
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The Schinner Law Group offers comprehensive
services in the areas of real estate acquisition and development,
tax planning, financing, leasing and disposition. Coupled
with the firm's experienced tax group, the firm's real
estate group has emerged as a leader in the use of LLCs
for real estate investment and development, including
the use of:
- LLC syndicates for real estate projects
- Single member LLCs for personal asset protection
- LLCs as part of tax-deferred exchanges
- Multi-series LLCs for individuals with large real
estate portfolios
- Family LLCs for estate planning
For additional information, please review
the following articles written by Michael Schinner: [link
for article on single member LLCs and use of LLCs in tax-deferred
exchanges]
Contact: Michael Schinner at schinner@schinner.com

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| ESTATE
PLANNING |
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What is estate planning? Estate planning is the
planned accumulation, preservation, management, and disposition
of family wealth during lifetime, as well as at death.
A common misconception is that estate planning is only
for the "wealthy." Although it is true that "wealthy"
individuals may incorporate a greater number of techniques
into their estate plans, everyone, regardless of their
wealth, should have a plan. Our goal is to help
our clients determine their estate planning objectives,
and provide the plan that best achieves those objectives.
We assist clients in a broad range of estate planning
and tax-related services, including creating and implementing
wills, revocable trusts, life insurance trusts, forming
business entities for family businesses and wealth transfers,
structuring and implementing charitable gifts and bequests,
and administering probate estates.
Contact: Michael Schinner at schinner@schinner.com

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| LITIGATION |
The Schinner Law Group's experienced trial and appellate
lawyers offer clients a statewide litigation capability.
The firm's litigators have a proven record of success in
state and federal trial and appellate courts and before
administrative tribunals. Our practice ranges from
highly complex litigation to precedent-setting unfair competition
cases and the more typical contract, business tort and intellectual
property disputes faced by all sizes of companies and by
individuals. We operate efficiently and with deference
to client concerns over the fees and costs in complex litigation.
We customize a litigation strategy for our clients by conducting
an early and thorough analysis of all cases. Our evaluation
necessarily includes a review of alternative methods of
dispute resolution, which often involve less expensive methods
of resolving disputes. Our clients are actively involved
in every step of the decision-making process.
Contact: Michael Schinner at schinner@schinner.com

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| LABOR
AND EMPLOYMENT |
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At The Schinner Law Group, our labor and employment attorneys
support our corporate clients with advice counseling and
litigation services in all aspects of the employment arena,
including, wrongful termination, harassment, discrimination,
immigration, use of independent contractors, testing and
family leave compliance, as well as other issues relating
to the hiring, compensation, promotion and termination
of employees. Our attorneys are available to answer
discrete questions, to explain legal requirements such
as rights and obligations under the Americans with Disabilities
Act or to work alongside a client's human relations manager
to implement training programs, develop employee handbooks,
drug testing plans or termination and severance packages.
In addition, our attorneys have appeared in state and
federal courts, before administrative tribunals and have
represented clients in various forms of alternate dispute
resolution.
Contact: Michael Schinner at schinner@schinner.com

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