If you look for an attorney, you will quickly discover that there are literally hundreds, if not thousands, of them in your area. The vast majority are highly competent. Most of them, however, will give you advice that is more likely to protect themselves from being wrong than it is to provide you with the right solution to your problem.

As an experienced San Francisco Business Attorney, I look out for my clients' best interests by taking time to fully understand their situation and their goals and then by providing advice and representation needed to achieve them. I do not take shortcuts. I do not look for the easy answer. I look for the right answer, the right solution, and the right way to get there.

I provide practical and effective answers for business-related legal questions, assistance in finding a way to avoid litigation, and hard-hitting, no-nonsense legal representation when litigation is unavoidable. My focus includes:

• Corporate Law/ General Counsel
• Complex Business Litigation
• Intellectual Property Litigation
• Non-Compete Agreement Litigation (Enforcement and Defense)
• Insurance Defense
• Commercial Real Estate Litigation
• Employment Law Litigation
• IP and Trade Secrets Litigation
• LLC, LLP, and Partnership Dissolutions
• Business-to-Business Contract Disputes
• Securities Litigation
• Intellectual Property
• Mergers and Acquisitions
• Succession Planning
• Bankruptcy
• Franchises and Other Types of Business Marketing
• Government Regulation
• Breach of Fiduciary Duty
• Licensing and Commercial Contracts
• Sales Commission Disputes
• Trade Secrets
• Litigation and Dispute Resolution
• Contract Remedies
• Business Litigation
• Business Formation
• Business and Corporate Services

As a respected San Francisco Business Attorney, I have nearly 20 years of state and federal litigation experience. I take a thorough, comprehensive, business-minded approach to the legal aspects of every case — from investigation, documentation, and evidence preparation to fully briefing each legal issue involved and litigating the matter in court.

But while the quality of my Firm's work rivals that of much larger firms, the quality of our client service is what sets us apart from them. Everyone in our office is friendly, helpful, and easy to talk with. We are capable of talking about the law using real language, not legalese. We know where our phones are; we know how to use them.

One more way my Firm is different: the reasonable price you will pay for our services.

As a skilled San Francisco Business Attorney, I am admitted to practice in California and Illinois and routinely represent clients in state and federal courts of both states. I have personally taken over 400 depositions concerning high-end, highly complex business disputes and have handled dozens of courtroom trials.

My clients also benefit from the reputation and respect my Firm has earned from others in the legal community. I am able to draw on the knowledge and expertise of top attorneys and experts in various fields to assist me whenever necessary. My Firm has grown and thrived because satisfied clients have referred their close friends and business associates to us.

The skills required for effectiveness as an attorney and those required for effective business leadership can be very different from one another. In fact, there are a lot of very good, accomplished lawyers who do not really understand the needs of a business. Likewise, there are countless highly-paid business executives who would make very poor attorneys.

I represent business clients from across the nation in corporate law concerns that range almost as far. What I provide is strategic advice that is based on a thorough understanding of your short-term and long-term business goals and designed specifically to achieve those objectives — not just to keep our Firm on "safe" ground.

My corporate law practice includes:

• General counsel services regarding transactions, contracts, mergers and acquisitions, divestitures, and more
• Risk analysis consulting regarding liability concerns, regulatory compliance, OSHA, workers' compensation issues, employment law, and more
• Negotiation, drafting, and review of U.S. and international contracts and agreements, transactional documents, and more
• Commercial litigation including insurance defense, intellectual property litigation, real estate litigation, fraud litigation, and more

My experience includes cases involving international arbitration agreements, U.S. and international construction and procurement contracts, and intellectual property protection and enforcement. My Firm offers large-firm quality work in these areas and for many other business concerns — without the large-firm overhead and cost.

If you or someone you know in California or nationwide needs the assistance of an experienced San Francisco Business Attorney, call Wallace Doolittle today at 866-740-1999, or complete the contact form provided on this site to schedule your initial consultation.

Employment Law:
Employment law is a growing and ever-changing body of state and federal statutes, rules, regulations, ordinances, judicial precedents and administrative rulings touching on the legal rights and obligations of employers and employees, and of their respective affiliated organizations.  One or another aspect of employment law affects virtually every facet of commercial activity in the modern marketplace.

Real Estate Financing and Transactional Services:
Typically, as they expand, growing businesses become more and more involved in real estate transactions, ranging from office space to retail store properties to warehouses and shopping mall syndication.  A qualified business lawyer can provide valuable assistance in traditional real estate purchase, sale and leasing transactions, and in dealing with environmental and various other issues arising out of industrial and agricultural redevelopment projects.

Securities Litigation:
In the course of financing their expansion, businesses commonly turn to one or more activities involving the sale of securities, ranging from the funding and formation of start-up companies to buying and selling professional practices, assets, divisions and companies, and engaging in private stock offerings and re-sales.  Businesses may also get involved with such things as structuring venture capital financing, forming off-shore sales and sourcing entities, structuring commercial and partnering transactions and syndicating real property acquisitions.

Business Contracts:
Business contracts are written agreements spanning a broad range of the business relationships that occur in the life of a typical company.  They can include non-compete agreements, non-piracy agreements, non-disclosure agreements, restrictive covenants, employment agreements, producer agreements, sales representative agreements, consulting agreements, management agreements, franchise agreements, licensing agreements, deferred compensation agreements and independent contractor agreements.

Intellectual Property:
The term "intellectual property" refers to a "creation of the intellect" that has commercial value, such as copyrighted literary or artistic works, and ideational property, such as patents, appellations of origin, business methods, names, images, and designs used in commerce and in industrial processes.

Mergers and Acquisitions:
The phrase "Mergers and Acquisitions" refers to corporate finance strategy and management dealing with the merging and acquiring of different companies as well as other assets.  Usually mergers occur in a friendly setting where executives from the respective companies participate in a due diligence process to ensure a successful combination of all parts.  Corporate mergers are often aimed at reducing market competition.  On other occasions, acquisitions can occur through hostile takeover by a "corporate raider" purchasing the majority of outstanding shares of a company in the open market.  In the United States, business laws vary from state to state whereby some companies have limited protection against hostile takeovers.

Technically, what differentiates a merger from an acquisition is how it is financed.  Simply put, a merger is a combination of two companies into one larger company.  A "merger" or "merger of equals" is often financed by an all-stock deal (a stock swap).  An all-stock deal occurs when all of the owners of stocks of either company get the same amount of stock in the new combined company.  The term "demerger" is sometimes used to indicate the effective opposite of a merger, where one company splits into two, the second often being a separately listed stock company if the parent was a stock company.  An acquisition (a larger company buying out a smaller company) can involve a cash and debt combination, or just cash, or a combination of cash and stock of the purchasing entity, or just stock.  In addition, the acquisition can take the form of a purchase of the stock or other equity interests of the target entity, or the acquisition of all or substantially all of its assets.

Succession Planning:
Succession planning is the process of identifying and grooming suitable replacements, through mentoring and training, for such key company employees as a CEO upon the expiration of his or her term of office.

Estate Planning:
An estate is the collection of assets held by an individual, including real and personal property.  Estate planning is the process that an individual and his or her family undertake to determine how best to transfer those assets prior to and at the time of the individual's death.  The estate plan's purpose is to work within existing state and federal laws to preserve the maximum amount of wealth possible for the beneficiaries (those designated to inherit the estate).  The most common means for carrying out the estate plan is through legal documents, primarily wills and trusts.  Estate planning includes simple and complex wills, living wills, revocable and irrevocable trusts, gift planning, Medicare protection, family limited partnerships, powers of attorney, health care powers of attorney, limited powers of attorney, special powers of attorney and prenuptial agreements.

Bankruptcy:
Bankruptcy is a process authorized under the federal Bankruptcy Act under which a debtor who is unable to pay his or her creditors may petition the U.S. Bankruptcy Court for relief.  Depending upon the factual circumstances of the case and the particular Chapter of the Bankruptcy Act under which relief is sought, the Court may grant varying forms of relief, ranging from an order granting full discharge of the debts to the establishment or an arrangement under which the debtor is given additional time to pay the debts.  As long as the debtor complies with the terms of that arrangement the creditors will be barred by court order from taking any further collection actions against the debtor.  There is a special type of Bankruptcy proceeding authorized under Chapter 11 of the Act.  It is called "business reorganization," and it is designed to enable a business debtor to remain in business while reorganizing the debt under a plan providing for the creditors to be paid.

Fraud:
This is an area of law that often overlaps with criminal law.  In the civil business litigation arena, the proof requires a showing that the defendant made a false statement, intending that the plaintiff rely upon it.  There must also be a showing that the plaintiff did, in fact, rely upon it, and that the plaintiff suffered damages as a result.  Punitive damages are commonly awarded to successful plaintiffs in fraud cases.

Franchises and Other Types of Business Marketing:
A great many small businesses in the marketplace today are operated not as purely independent businesses, but as franchises, distributorships, or any of various types of licensing arrangements.  All of these businesses are created through written agreements containing express and implied warranties, and it is not uncommon for issues to arise resulting in litigation.

Government Regulation:
Businesses often find themselves at odds with one governmental agency or another, whether it be the local zoning commission, the federal Environmental Protection Agency, the Federal Trade Commission, or any one of several hundred other federal, state and local agencies.  Conflicts with governmental agencies are usually covered under state and federal statutes, and also under state and federal regulations and local ordinances.  As a general rule such conflicts are litigated before administrative tribunals under administrative law.  This usually imposes fewer formal requirements on the parties and produces a quicker result, but sometimes it does so at the expense of someone’s rights.  If you feel that your rights have been violated in an administrative hearing that has gone against you, the judicial system will consider an application for relief, based upon allegations that there was an abuse of discretion in the holding against you.

Defamation:
Defamation is the communication of a false and unprivileged statement that exposes another to hatred, contempt, or ridicule, or which causes him or her to be shunned or avoided, or which has a tendency to injure him or her in his or her trade or occupation.  The defamatory statement must be communicated to someone other than the person to whom it refers, and it must refer to a living person.  Defamation communicated verbally it is called Slander, but if it is communicated in writing, it is called Libel.  Most defamation litigation in the business arena concerns the employer’s “qualified privilege” to defame.  Under this concept, employers and former employers are often protected from liability for defaming employees or former employers.  By its very definition, however, the privilege is “qualified,” and not absolute.  It is generally limited to situations in which the employer or former employer is making a good faith communication of information to someone who has a legitimate interest in receiving it.

Breach of Fiduciary Duty:
The formation of a "fiduciary relationship" begins when someone places special confidence and trust in another who has substantially superior knowledge and training, and also relies on that person to act in his or her best interest.  If this trust is knowingly and voluntarily accepted, a “fiduciary” relationship is said to exist.  This places a legal duty on the stronger of the two to act diligently in the best interest of the weaker party and never, under any circumstances to secure any advantage at the weaker party’s expense.  There are a limited number of circumstances in business transactions where a fiduciary relationship comes into play.  Courts tend to rigorously enforce fiduciary duties, and in the event of a willful breach often award punitive damages as well as compensatory damages.  Some common examples of fiduciary relationships are a trustee-beneficiary relationship, a doctor-patient relationship, a lawyer-client relationship and a corporate officer-stockholder relationship.

Licensing and Commercial Contracts:
Business services attorneys counsel clients in a wide range of commercial and intellectual property (IP) transactions.  They provide assistance in structuring, drafting, reviewing and negotiating commercial and IP agreements related to the development, acquisition and commercialization of technology, IP, goods or services.  The types of agreements involved in these transactions include:

• Software license, maintenance and support, source code escrow, end user license, patent and other technology license agreements
• Development agreements
• Purchase and supply agreements
• Manufacturing agreements
• Distribution, reseller, value-added reseller (VAR) and original equipment manufacturer (OEM) agreements
• Referral, marketing agreements
• Employment, consulting, technical services and outsourcing agreements
• Joint venture, strategic partner, technology transfer agreements
• E-commerce and Internet-related agreements (including web-based hosting agreements, application service provider (ASP) agreements, web site development, privacy policies and website terms of use)
• Non-disclosure agreements

Sales Commission Disputes:
In avoiding sales commission litigation there is no substitute for an artfully drafted agreement spelling out precisely how and at what rate sales representatives are to receive commissions.  Common usage and custom are also taken into consideration by courts in determining the issues, even where there is a written agreement.

Trade Secrets:
A trade secret is any information that can be used in the operation of a business or other enterprise and that is sufficiently valuable and secret to afford an actual or potential economic advantage over others.  Trade secret difficulties can be eliminated or, at least, minimized by effective legal language in employment and/or severance agreements, but situations will still arise from time to time where litigation presents the only viable solution.

Litigation and Dispute Resolution:
Commercial disputes often become legal disputes, the resolution of which typically proceeds along an escalating scale of confrontation ranging from informal settlement negotiation to hardball litigation.  An effective business litigation attorney must have complete mastery of this complex and challenging field of law, but more than that, he or she must also have the patience and personal skills to operate on an informal level, and the aggressive forensic ability and tenacity to claim victory in the courtroom.

Contract Remedies:
Contracts are the very stuff upon which the marketplace is founded, and they provide the basis for a large share of business litigation.  The remedies for breach of contract include money damages and injunctive relief expressly directing one of the parties to perform a contractual obligation.  This remedy involves a form of injunction called a “specific performance” decree.  The remedy of specific performance is often called an “extraordinary” equitable remedy, in that courts will not grant specific performance except in a sharply limited number of circumstances.  Punitive damages are not an available remedy in a contract lawsuit.

Business Litigation:
Business litigation is the area of law that provides assistance in the preparation and presentation of a lawsuit or other resort to the courts to determine a legal question or matter in business situations.  Business can be any activity or enterprise entered into for profit, usually a company, a corporation, partnership or any such formal organization.  Business lawyers advise and represent businesses and financial institutions in such areas as business torts, class actions, complex contracts, financial forensics, government investigations, international dispute resolution, professional relations, real estate disputes, securities and antitrust, technology and intellectual property, professional malpractice, shareholder and corporate governance and telecommunications.  Business lawyers place an emphasis on achieving or defending against pre-judgment remedies, including pre-judgment orders for writs of possession, attachments, temporary restraining orders, and injunctions, as well as arbitration or mediation settlements and monetary compensation resulting from lawsuits.  Transactional business lawyers represent clients in matters relating to, but not limited to, organizational, operational and contractual documents for corporations, partnerships and limited liability companies, commercial transactions, mergers, real estate acquisitions, leasing and development and commercial financing.

Alternative Dispute Resolution:
Business disputes can be resolved traditionally, by way of litigation.  This involves the filing of a lawsuit in court that is then answered by the defendant.  Over a period of months and sometimes even years, a lawsuit makes its way through the system, ultimately to be decided by a judge sitting alone, or by a jury, presided over by a judge.  It is an expensive, tedious and time-consuming process.  The modern trend in the economic world is away from the courthouse in favor of one or the other of two less formal, less expensive, faster and more efficient methods of conflict resolution, called "mediation" and "arbitration".

Mediation:
Mediation is one form of Alternative Dispute Resolution that is gaining in popularity in business litigation matters.  In this process the parties jointly select a mediator, usually a lawyer known by both sides to be honest and fair and, more importantly, known to have experience with the type of issues involved in the mediation. Each side submits written factual summaries to the mediator, together with any legal citations that seem appropriate. 

There is a meeting, usually at the mediator's office.  The mediator meets first with both sides, inquiring whether or not there has been any progress toward settlement, and if so, he or she may invite the parties to use his office to discuss the matter further.  If they decide to do that the mediator usually leaves the room for a time, to give both sides a chance to communicate freely.  Upon returning, if the parties have not reached any agreement, the mediator will meet with one side separately, commenting on that side's factual summary and legal citations, expressing an opinion as to the probable outcome if the issues are litigated, and finally, making a recommendation with regard to settlement.  Then the mediator meets with the other side, separately, and repeats the process.  The mediator gives both sides an opportunity to meet with their respective attorneys and discuss the mediator's interpretation of the case and settlement recommendations.  Then all come together again and the mediator attempts to urge both sides toward a common ground of settlement approximating the recommendation he or she has made.  Frequently, the parties will reach a settlement agreement, either on the terms recommended or upon some other and different terms.  The mediator has no authority to impose a settlement, so the parties remain free to resolve their dispute in court.

Arbitration:
Arbitration is a method of Alternative Dispute Resolution.  In this process, the parties jointly select a lawyer to act as arbitrator.  The idea is to choose someone with an outstanding reputation for personal and professional integrity, with heavy litigation experience involving cases similar to the one in which the parties are currently involved.  The parties may select either "binding" or "non-binding" arbitration.  Some lawyers discourage their clients from participating in "non-binding" arbitration, seeing futility in the expense and inconvenience of a process that may prove a waste of time.  Other attorneys discourage their clients from participating in "binding" arbitration, so that their options are preserved in the event of an unreasonable adverse ruling by the arbitrator.

Arbitration is more like a trial than is Mediation.  For one thing, in binding arbitration the arbitrator's decision is virtually the same as a judgment.  In both types, however, the arbitrator actually renders a decision, as opposed to simply making a recommendation.  Each side submits an arbitration brief, containing a summary of relevant facts, a list of the legal issues thought relevant, and reference to the applicable law.  There is a hearing in the nature of a trial, but much less formal.  It is usually held at the arbitrator's office.  Sworn testimony may be offered, subject to cross-examination.  The attorneys usually join in a stipulation agreeing that certain specified facts are not in dispute.

The rules of evidence are less rigorously applied in arbitration hearings than in trials.  Sometimes the arbitrator announces a decision at the end of the hearing, but more often, the case is taken under submission by the arbitrator, the decision being communicated by letter to both sides within a week or two.  The arbitration process takes a lot of pressure off the court system, and it has proven itself as an effective alternative method for the resolution of disputes.

Business Formation:
There really isn’t any need for legal counsel in forming a sole proprietorship, but other forms of business organization are a good deal more complicated and are best accomplished with the assistance of a lawyer.  These include the formation of partnerships, limited liability companies and corporations.

Business and Corporate Services:
Business and corporate services involves advising companies and investors in the purchase, sale and mergers of businesses.  The services provided include forming and funding start-up companies, buying and selling practices, assets, divisions and companies, engaging in private stock offerings and re-sales, structuring venture capital financing, forming off-shore sales and sourcing entities, structuring commercial and partnering transactions and syndicating real property acquisitions.

Employment Handbooks and Policy Manuals:
Most large companies have Employee Handbooks and Policy Manuals.  They serve a very useful purpose in making employees fully aware of what they can expect from their employer, and what is expected of them.  Both are useful tools in preventing litigation simply by removing confusion.  The growing trend is for small companies to have them also.  One always hopes that a business will grow and it is much more effective to have such things in place before the growth occurs than afterwards.

Software:
Computer software issues are among today’s fastest growing areas of business litigation.  This burgeoning commercial field is broad-based, spanning many levels, including software licensing, maintenance and support, source code escrow, as well as end user licensing, patent and other technology license agreements.  High-tech business litigation also involves software development agreements, purchase and supply agreements, manufacturing agreements and non-disclosure agreements.

If you or someone you know in California or nationwide needs the assistance of an experienced San Francisco Business Attorney, call Wallace Doolittle today at 866-740-1999, or complete the contact form provided on this site to schedule your initial consultation.

If you or someone you know in California or nationwide needs the assistance of an experienced San Francisco Business Attorney, call Wallace Doolittle today at 866-740-1999, or complete the contact form provided on this site to schedule your initial consultation.

ADDRESS OF THE FIRM:
Law Offices of Wallace C. Doolittle
1260 B Street
Hayward, CA 94541
Telephone: 866-740-1999
Fax: 510-888-0606

MEMBERS OF THE FIRM:

Wallace C. Doolittle

BAR ADMISSIONS:

• California
• Illinois