Corporate Attorneys serving Los Angeles, Beverly Hills, Santa Monica and all of Southern California
eGeneralCounsel is a law firm created by Los Angeles business attorney Bennett Yankowitz, serving startups, growing businesses, entrepreneurs and investors through offices in Beverly Hills, California. Mr. Yankowitz is a corporate and business attorney in Los Angeles with over 30 years’ experience serving business and corporate clients throughout California. He specializes in all types of business transactions. In addition, through our affiliation wth Shumaker Mallory LLP, a highly respected Los Angeles law firm specializing in real estate development and investing, litigation and employment matters, we are able to provide sophisticated legal services to the California business community in these areas as well. Mr. Yankowitz, as well as the partners of Shumaker Mallory, are all former partners of major national law firms and bring the experience and sophistication of a national law practice to their clients, while charging a fraction of the fees of a large law firm.
Contents [hide]
- 1 Organizing and Structuring New Corporations, Partnerships and LLC’s
- 2 Raising Capital
- 3 Venture Capital
- 4 Private Fund Formation and Operations
- 5 Mergers and Acquisitions
- 6 Public and Private Company Representation
- 7 Real Estate Acquisitions, Syndications, Development Deals, Leasing and Debt and Equity Financing
- 8 Restaurant and Food Service Industry Specialization
- 9 Oil and Gas
- 10 Our Philosophy
Organizing and Structuring New Corporations, Partnerships and LLC’s
We help our clients select the most appropriate legal form for their businesses (corporation, S corporation, limited liability company, general or limited partnership, trust, etc.), as well as the appropriate jurisdiction for incorporating (California, Delaware or elsewhere). We have extensive experience in drafting partnership agreements, LLC operating agreements and corporate shareholder agreements. We also provide a number of basic contracts and agreements required by
- Employment agreements.
- Consulting agreements.
- Stock option plans, restricted stock, phantom stock
and other incentive compensation arrangements. - Employee handbooks and policies.
Raising Capital
We have extensive experience in all aspects of raising capital for businesses, representing both investors and companies, including:
Private placements of common and preferred stock, LLC units, convertible notes, warrants and other types of debt and equity securities (Regulation D/Rule 506).
- Offerings to foreign investors (Regulation S).
- Intra-state offerings (Rule 147).
- Small company public offerings (Regulation A).
- Equity crowdfunding (JOBS Act Title III).
- Real estate syndications for a wide variety of projects.
- IPOs and other public offerings.
We have particular expertise in equity crowdfunding under Title III of the JOBs Act, representing both funding portals and listed companies. We maintain a sister website, crowdfundinglawyer.us, with more information on this topic.
Venture Capital
We have many years experience in the venture capital arena. In addition, L.A. business lawyer Bennett Yankowitz is currently a partner in a fund management company that is the managing general partner of a venture capital “fund of funds.” We maintain a sister website, venturecapitalattorney.net, with more information on this topic. Our legal services in the VC area include:
- Formation of venture capital funds, including private placement documents, partnership agreements and subscription agreements.
- Representing investors in venture capital funds.
- Representing both funds and portfolio companies in negotiating and documenting portfolio investments by VC funds.
- Portfolio company operations, investment exits and liquidations.
Private Fund Formation and Operations
In addition to venture capital funds, we have represented a number of fund sponsors and investors in other investment sectors, including:
- Private real estate funds and investment partnerships.
- Private and public REITS.
- Oil and gas partnerships.
- Private equity funds.
- Hedge funds.
Our work includes:
- Formation of the fund and negotiation and drafting of the governing documents (partnership agreements, LLC operating agreements).
- Negotiation and drafting of general partnership/fund management documents and related consulting agreements, employments agreements and other contracts among the management group partners.
- Private placement memoranda and subscription agreements.
- Structuring and compliance under the broker-dealer laws, Investment Company Act, Investment Advisors Act, Dodd-Frank Act and state laws and regulations.
- Regulatory compliance, administrative proceedings and enforcement litigation.
Mergers and Acquisitions
Over the years we have represented parties to a wide variety of M&A transactions, including:
- Corporate acquisitions (stock for stock, cash for stock and other variations).
- Asset purchases, including license transfers, bulk sales, and related matters.
- Mergers, including forward and reverse subsidiary mergers and mergers of equals.
- Reverse mergers and other alternative pubic offerings.
- Proxy statements for M&A.
- Cross-border M&A.
- Tax-advantaged acquisitions by REITs of investment properties (UPREITS and DOWNREITS).
- Partnership roll-ups.
- Change of domicile transactions.
Pubic Companies, Securities
We represent public and private companies in the U.S. in both general corporate matters and securities compliance, including:
- Board meetings and corporate governance.
- Shareholder disputes and control issues.
- Annual and quarterly filings (10-K, 10-Q, annual meetings and proxy statements).
- Restricted securities matters (Rule 144).
Real Estate Acquisitions, Syndications, Development Deals, Leasing and Debt and Equity Financing
- Representation of real estate investors and investment entities.
- Buying and selling real estate.
- Permitting, zoning and land use.
- Environmental regulations.
- Liquor license applications and transfers.
- Real estate investment funds and REITS.
- Representation of owners and tenants in all types of real estate leases.
- Ground leases.
- Representation of both lenders and borrowers in commercial mortgage transactions.
- Real estate litigation.
Restaurant and Food Service Industry Specialization
We have one the most active practices in California representing owners, operators and investors in restaurants and companies in the food service industry. Our services include:
- Acquisitions of existing restaurants.
- Lease transfers.
- Liquor license transfers.
- Permitting for renovations and new build-outs.
- Zoning, permitting, variances and conditional use permits for restaurants.
- Real estate acquisition, permitting and construction for stand-alone restaurants.
- Structuring investment LLCs and Partnerships.
- Loan financing.
- Organizing private restaurant investment funds.
- Employee manuals, HR policies for restaurant staff, labor law issues.
- Minimizing liability for employee conduct.
- Food storage and handling regulations.
- Minimizing liability for food-related injuries.
- Minimizing liability from alcohol sales (sales to minors, sales to intoxicated persons)
- Premises liability.
- Insurance policy review.
- Insurance claims and litigation.
- Restaurant liability litigation.
Oil and Gas
Our lead L.A. business attorney Bennett Yankowitz has almost 10 years experience as the CEO of a private oil and gas development and production company in California. Our firm has expertise in a wide variety of oil and gas transactions, including:
- Purchase and sale of oil and gas properties.
- Oil and gas due diligence.
- Title review and title issues.
- Joint ventures.
- Joint operating agreements.
- Farm-in agreements.
- Debt and equity financing.
- Royalty financings.
- Production payments.
- Net profit participations.
- Oil and gas partnerships.
- Tax-advantaged investments structures (depletion, intangible drilling costs, etc.).
Our Philosophy
Our founder, Bennett Yankowitz, is a Los Angeles business lawyer with over 30 years’ experience as a corporate law partner in both major international law firms and small boutique law firms. Our law clients have ranged from entrepreneurs starting their first business to Fortune 100 companies involved in multi-billion dollar transactions. Many of our clients today are start-ups and fast growing companies and the investors, both individual and institutional, who finance them.
We created eGenralCounsel as a web-based, cost-effective alternative for entrepreneurs, investors, growing companies and others who need sophisticated corporate and business law services but are tired of paying the exorbitant hourly fees of traditional law firms. We keep our fees down by drawing on our extensive network of independent attorneys and boutique law firms to meet the specialized need of each of our clients, and using web technology to maximize efficiencies. If you are looking for a highly qualified, cost-effective business attorney (L.A. and all of Southern California), call or email us today to see how we may help you.
News & Updates
SEC Determines ICO’s Can Be Subject To Federal Securities Laws
Bitcoin and cryptocurrencies have gone in and out of fashion since being introduced in late 2008. A new twist has recently come to the fore, the Initial Coin Offering (ICO), which has been used to raise over $1 billion in capital in the U.S. An ICO is a form of...
Equity Crowdfunding: The Video
Check out our new video on equity crowdfunding: For more information on equity crowdfunding please visit our sister site, crowdfundinglawyer.us, and our infographic comparing alternatives for raising capital in private transactions, including equity crowdfunding, Reg...
California Legalizes Payment of Finders Fees
Payment of finders fees has long been a grey area of the law. Because the receipt of a fee or commission on the sale of property is a key element in the definition of a broker, the widespread practice of paying finder's fees to unlicensed persons has always had a...
“Bennett Yankowitz was instrumental in the early formation of Impact Capital Advisors, LLC and its partner structure some 10+ years ago. Ben has not only represented my firm and me personally on many different occasions; he has become an invaluable mentor and
Contact Information
Bennett Jay Yankowitz
468 North Camden Dr., Suite 350, Beverly Hills, CA 90210
Serving Los Angeles, Beverly Hills, Santa Monica and all of Southern California
A New Approach to Business Legal Services eGeneralCounsel represents a new approach to providing legal services to businesses clients in the information age. We have done away with the overhead associated with brick-and-mortar law firms, with heavy investment in expensive office leases, bloated staffs, teams of recent law school graduates
We created eGenralCounsel as a web-based, cost-effective alternative for entrepreneurs, growing companies, family offices, high net worth investors and others who need sophisticated corporate and business law services but are tired of paying the exorbitant hourly fees of traditional law firms. We accomplish this through: Assembling a custom mix of..
