Business & Nonprofit Counseling

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

Expertise	Project
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
Hospitality	Restaurant Leases Restaurant Investment Agreements Purchase and Sale of Restaurants Catering Companies Licensing of Trademarks
Acquisitions	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
Entertainment	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