Outside In-House Counsel

Clients of Minami Tamaki count on the firm’s business lawyers to provide practical, effective counseling on the issues they face every day. From start-ups in the early stages of development to non-profit organizations with hundreds of millions of dollars under endowment, the Business Practice Group has experience counseling management on a wide array of subject matter. Our lawyers view it as their job to provide an extremely responsive “in-house counsel” experience to each client, providing cost-effective, quality counseling and management of a company or organization’s entire legal portfolio.

General Business Practice

Minami Tamaki’s business lawyers counsel a large number of later-stage companies on their day-to-day operations. From basic employment advice (hiring/coaching/discipline, compensation, dispute resolution) to the negotiation of commercial agreements, Minami Tamaki works with clients to assure that the fundamentals of the client’s business remain strong. In addition to guiding clients through their operational issues, Minami Tamaki business lawyers have developed expertise in the following areas:

  • Corporate Matters
  • Employment and Personnel Issues
  • Technology, Manufacturing and Product Agreements
  • Professional Services Agreements
  • Pre-Litigation Planning
  • Commercial Leases
  • Hospitality
  • Acquisitions
  • Financing and Investment
  • Entertainment
  • Website Agreements
  • Marketing Agreements

Nonprofit Counseling

We provide nonprofit organizations with business and nonprofit law expertise that they need, when they need it, and at a value-driven rate structure. Nonprofit organizations have many of the same needs as for-profit companies for legal expertise in areas such as corporate governance, employment and personnel, technology licensing, commercial leases, professional service agreements and other business transactions. See description of the firm’s General Business Practice above.

In addition, many of our nonprofit clients require the services unique to their nonprofit mission:

  • Conflicts of Interest, Director Duties and Other Board Corporate Governance Issues
  • Board Committee Charters
  • Endowment Agreements
  • Donor-Directed Funds
  • Grantor Agreements
  • Grantee Agreements
  • Nonprofit Executive Compensation Issues
  • Nonprofit Employment Agreements
  • Excess Benefit Transactions and Intermediate Sanction Issues
  • Permissible and Prohibited Activities
  • Nonprofit Integrity Act
  • Uniform Prudent Management of Institutional Funds Act (UPMIFA)
  • Volunteers and Releases
  • Asset Transfer Agreements
  • Fundraising Requirements
  • IRS and State Requirements
  • Formation and Securing Federal and State Tax Exemptions
  • Professional Fundraisers
  • Raffles

Our Values Align with Yours

Since the inception of Minami Tamaki, we have both founded and represented nonprofit organizations dedicated to delivering services to the underserved, fighting for justice, or promoting trade or mutual benefit. Many Minami Tamaki lawyers serve on the boards of major nonprofit corporations, further enhancing the depth and breadth of experience that can be brought to bear in behalf of our clients. We understand and embrace your mission and we seek to partner with you in its execution.

Chart: Summary of Expertise



Corporate Matters

  • General Counsel Legal Advice
  • Board of Directors counseling
  • Corporate Governance Issues
  • Conflicts of Interest issues
  • Buyout and Settlement Agreements
  • Corporate Changes (Sale, Dissolution, etc.)
  • Choice of Entity and Formation
  • Drafting of Articles, Bylaws, Operating Agreements, and other formation documents

Employment and Personnel Issues

  • Employment Agreements
  • Executive Compensation Agreements
  • Employee Benefits, Current and Deferred Compensation Issues
  • Employee Background Checks
  • Employee Interviews, Hiring, Appraisals, Disciplining, Termination
  • Employee Investigations
  • Employee Obligations
    • Duties of Confidentiality, Non-use of Company Trade Secrets
    • Duty of Loyalty
    • Transfer to Company of Inventions, Designs and Other Intellectual Property
  • Employee Leave Laws
  • Employee Manuals
    • California Family Rights Act
    • Family Medical Leave Act
    • Americans with Disabilities Act
    • Pregnancy and Disability Leaves
    • Workers Compensation Leaves
    • Sick Leave
    • Vacation
    • Paid Time-Off (PTO)
  • Employee Classifications
    • Employee vs. Independent Contractor
    • Exempt vs. Nonexempt
  • Nonexempt Wage and Hour
  • Wrongful Termination, Discrimination, Retaliation
    • Overtime Laws
    • Meal and Rest Breaks
    • Employee Equipment Issues
    • Interns
  • Downsizing, Restructuring Workforce, Furloughs, Reduction of Hours.

Technology, Manufacturing and Product Agreements

  • Software Development, Implementation and Licensing
  • Consultant Agreements
  • Software Maintenance Agreements
  • Evaluation and Trialing
  • Beta Testing
  • VAR
  • OEM
  • Systems Integrator
  • Reseller, Dealer
  • End User
  • Manufacturer’s Representative
  • Distribution
  • Assignment or Transfers of Technology

Professional Services Agreements

  • Independent Contractor Agreements
  • Consultant Agreements

Pre-Litigation Planning

  • Analysis of Strengths and Weaknesses of Dispute and Strategic Planning
  • Breach of Contract Claims
  • Demand Letters
  • Negotiation Strategy
  • Settlement and Release Agreements

Commercial Leases

  • Office Leases
  • Warehouse Leases
  • Restaurant and Mall Leases
  • Sublease and Assignments
  • Subordination & Non-disturbance and Estoppel Agreements
  • Guaranty Agreements


  • Restaurant Leases
  • Restaurant Investment Agreements
  • Purchase and Sale of Restaurants
  • Catering Companies
  • Licensing of Trademarks


  • Structuring Strategy
  • Asset Purchase and Sale
  • Stock Purchase and Sale
  • LLC Unit Purchase and Sale
  • Partnership Interest Purchase and Sale
  • Mergers
  • Employment and Consultant Agreements Following Sale
  • Noncompetition and Non-solicitation Agreements

Financing and Investment

  • Stock Purchase Agreements
  • LLC Interest Purchase Agreements
  • Corporate Shareholder or LLC Member Agreement Restricting Transfer of Interests
  • Warrant Agreements
  • Convertible Notes
  • Compliance with State and Federal Securities Laws


  • Agency Agreements
  • Endorsement, Performance and Other Talent Licensing Agreements
  • Book Publishing Agreements
  • Independent Film and Video Production and Distribution
  • Video Game Development and Licensing
  • Story rights, Photo-Video and Other Releases
  • Copyright and Trademark Licensing

Website Agreements

  • e-commerce
  • Website Design
  • Click-Through Licenses
  • Terms of Use
  • Privacy Policies
  • Linking Agreements

Marketing Agreements

  • Co-op Agreements
  • Linking Agreements
  • Contest and Lottery Requirements
  • Advertising Design Agreements

Practice Group Attorneys

Sean Tamura-Sato, Partner