Winning lawyers. Winning results. If you or your business needs a lawyer, you owe it to your business to call us.
Linzer & Associates, P.C. specializes in corporate, business, real estate, new media, trademark and copyright law. The firm represents entrepreneurs and businesses throughout the business life cycle from formation or acquisition to sale or transfer.
We are experienced in strategic planning and financial transactions, stock and asset acquisitions, mergers, and corporate and partnership dissolutions. We are also experienced in solving legal and business problems arising from entertainment, new media and multimedia production, financing, and distribution arrangements.
We represent clients in all aspects of business and civil litigation, including corporate and partnership disputes, corporate governance matters, business deals gone bad, real estate issues, unfair competition, trademark and copyright matters.
Linzer & Associates, P.C. enjoys an excellent reputation for creative and vigorous advocacy in both business transactions and litigation. The firm is known for its commitment to excellence in the practice of law and is highly regarded as a capable and aggressive advocate for its clients.
The firm is known for the excellent results it obtains for its clients. In fact, the firm has the highest rating among its peers, an AV rating, as designated by Martindale-Hubbell.
The firm's clients range from sole proprietors to major domestic companies actively involved in various industries, including new media, advertising, marketing, publishing, communications, computer technology, medical technology, apparel manufacturing, distributing and retailing, shopping center ownership and operation, health care, nutrition, restaurant, catering and food distribution, as well as independent movie, television and multimedia production.
A very apropos tale contained in the translator's introduction to the classic work
The Art Of War by Sun Tzu -- Taoism and The Art of War
According to an old story, a lord of ancient China once asked his physician, a member of a family of healers, which of them was the most skilled in the art.
The physician, whose reputation was such that his name became synonymous with medical science in China, replied:
"My eldest brother sees the spirit of sickness and removes it before it takes shape, so his name does not get out of the house."
"My elder brother cures sickness when it is still extremely minute, so his name does not get out of the neighborhood."
"As for me, I puncture veins, prescribe potions, and massage skin, so from time to time my name gets out and is heard among the lords."
Among the tales of ancient China, none captures more beautifully than this the essence of The Art of War, the premiere classic of the science of strategy in conflict. A Ming dynasty critic writes of this little tale of the physician:
"What is essential for leaders, generals, and ministers in running countries and governing armies is no more than this."
The first two philosophies have been hallmarks of our practice here at Linzer & Associates, P.C. We obtain outstanding results for clients, without much of the drama typically associated with resolving difficult business disputes. We pride ourselves on our abilities to assist our clients when others engage in what we refer to as "business people behaving badly."
Our Practices:
Corporate, Partnership and Business Law
Linzer & Associates has represented clients in virtually every area of general corporate, partnership and business law. The services provided to these clients have included advice regarding the type of business entity to establish, such as limited liability companies, corporations, both C corporations and subchapter S corporations, as well as general and limited partnerships. These clients have been engaged in a diverse spectrum of industries.
The Firm prides itself on not being too narrowly focused in its representation of any one particular industry, so that the Firm's attorneys are able to provide valuable insight and learned counsel to businesses of almost any kind. Where the Firm is unable to provide services, it has a network of contacts with other law firms, which do provide such services the Firm does not. Notably, at the point in time when a business needs sufficiently large sums of outside capital, by way of a liquidity event such as a private placement of memorandum, or initial public offering, the Firm generally directs these clients to law firms with whom it has close relationships, which are expert in the areas of both federal and state securities law compliance.
Corporate Governance
Linzer & Associates has handled numerous matters for all forms of corporate entities, as well as partnerships, in which the constituent directors, shareholders, or partners have had difficulty getting along. These type of corporate governance matters include the management and supervision of investor relations, shareholder relations, the preparation for, and conduct of, directors meetings, both special and annual, as well as the preparation for, and conduct of, shareholder meetings, both special and annual, as well as meetings of partners to resolve intra-partner difficulties. The Firm is experienced in shareholder disputes, corporate takeovers, corporate and partnership dissolutions, partnership dissociations, as well as mergers, reorganizations and restructurings.
Employment Matters
Linzer & Associates is experienced in the negotiation and preparation of employment agreements between Chief Executive Officers, Chief Financial Officers or Chief Operating Officers and companies, from both the employee's, as well as the company's perspective. While the Firm does not practice traditional employment law, it has close relations with attorneys who are expert in this area, both at Mr. Linzer's former law firm, Paul, Hastings, Janofsky & Walker, LLP, which is renowned for its employment practice, and elsewhere.
Intellectual Property Matters
Linzer & Associates has been on the leading edge of representing technology businesses in the digital space. Mr. Linzer was one of the pioneers in representing companies in the procurement of domain names, the creation of terms and conditions for a variety of websites, website development agreements, computer software development agreements, computer software licensing agreements, joint technology development agreements, technology research and development agreements, application service provider or ASP agreements, the protection of business trade names, trademarks, service marks and other significant business proprietary rights. Linzer & Associates handles all aspects of application for copyright registration, as well as application for trademark registration, both domestically and internationally.
The Firm has been involved in the acquisition, sale and transfer of numerous domain names, domain name arbitrations through WIPO and ICAAN, as well as trademark infringement lawsuits, counterfeiting and seizure operations to protect manufacturers', distributors', and other rights holders' valuable rights in their trademarks and service marks. The Firm has handled countless distribution agreements, product development agreements, invention and product licensing agreements, work for hire employee and independent contractor agreements, all with the objective of protecting a company's valuable or owner's trademarks, copyrights and other trade secrets.
Corporate Transactions
Over the years, Linzer & Associates has assisted both buyers, sellers, as well as merger partners in acquiring, selling, transferring, and reorganizing a variety of businesses, through either stock transactions or asset transactions. Additionally, the Firm has participated in many intellectual property transactions associated with the purchase and acquisition of a variety of businesses.
Real Estate
Linzer & Associates has represented both commercial landlords, as well as residential landlords in matters relating to the lease of both commercial and residential space, as well as litigation associated with such lease activities. The Firm has negotiated and advised clients in a variety of lease negotiations, as well as litigation regarding partition matters, easement matters, neighboring and adjoining property line disputes, as well as limited liability company and limited partnership litigation over limited liability company member and limited partner interests in various real estate ventures and activities.
Litigation
Linzer & Associates is expert in, and specializes in, state court litigation. While many firms will flaunt their expertise in federal court, Linzer & Associates' litigation practice is directed on a more focused level to state court litigation throughout the State of California. While the Firm has represented clients in federal district court litigation in connection with trademark and copyright litigation, its core specialty in litigation matters are those matters litigated in state court.
The types of commercial litigation the Firm has been involved in run the gamut from breach of contract, unfair competition, misappropriation of trade secrets, breach of employment agreements, breach of distribution agreements, partnership disputes, partnership dissolutions, purchase transactions gone bad, joint venture disagreements between partners and joint ventures, real estate disputes between licensed realtors and buyers and sellers, corporate governance litigation relating to breach of fiduciary duty and other corporate mismanagement, breach of warranty cases, collection of debt cases, unlawful detainer, trademark infringement, copyright infringement, domain name disputes, to name just a few.
The Firm has an outstanding reputation for obtaining the results its clients desire, at a cost its clients appreciate. Our goal is to produce results for our clients, and we do just that we produce results.
Alternative Dispute Resolution
Linzer & Associates is also experienced in all matters of alternative dispute resolution, including mediation and arbitration. While there are situations where mediation and arbitration do not best serve a client's needs, there are other situations where the cost savings and other benefits such as privacy concerns and not wanting to have an adverse precedent established, have motivated clients to participate in such alternative dispute resolution matters. The Firm has represented clients in American Arbitration Association mediations, California Association of Realtors supervised mediation of corporate disputes regarding constituents of multiple listing services, investor relations disputes, breach of investment contracts, shareholder disputes, and sales person commission disputes, to name just a few.
Examples of Representative Litigation
· Real Estate: Partition Action (Superior Court of California, County of Tulare). We represented the co-owner defendants in a two-day bench trial challenging the plaintiff's right to partition a 500 acre ranch in the Central Valley, contending the right to partition had been waived by plaintiff's predecessor in interest.
· Real Estate: Common Interest Development Litigation (Superior Court of California, County of Los Angeles). We represented several Homeowner's Associations in obtaining: injunctions, cancellations of covenants alleging granting ownership of portions of the Association's common area; defending against claims for breach of contract and negligence arising out of the alleged failure of the Association to complete certain restoration work after a landslide and the Association's cross-compliant for breach of contract arising out of the homeowners' refusal to pay for improvements in addition to restoration work.
· Corporate Governance: Fraud, Breach of Fiduciary Duty (Superior Court of California, County of San Bernardino). We represented the director-officer defendants in a lawsuit alleging that he had been improperly taking money from certain corporate plaintiffs in the form of loans and excessive expense reimbursements.
· Shareholder/Corporate Governance Litigation (Superior Court of California, County of Los Angeles). We are representing defendants in a lawsuit over the internal management of numerous California limited liability companies brought by an alleged minority interest holder.
· Joint Venture: Fraud, Breach of Fiduciary Duty (Superior Court of California, County of Los Angeles). We represented corporate and individual joint venture defendants in a lawsuit arising out of a multi-party joint venture to conduct one of the leading art supply trade shows.
· Breach of Contract: Freight Claims (Superior Court of California, County of Los Angeles). We represented one of the defendants against claims and cross-claims for indemnification brought under the Carmack Amendment (49 U.S.C. §14706) for carrier liability for a shipment of goods that was allegedly damaged en route between California and Texas.
· Apparel Industry Litigation: Fraud; Breach of Contract (Superior Court of California, County of Los Angeles). We have represented a number of companies and individuals in plaintiff breach of contract and fraud cases challenging the defendants' failure to properly recognize various owners of the companies, and payment for equity offered and services rendered.
· Construction Litigation (Superior Court of California, County of San Bernardino). We are representing the defendant against claims arising under the Subletting and Subcontracting Fair Practices Act (California Public Contract Code §4100 et seq.).
· Trademark Infringement Cases (Superior Court of California, County of Orange). We have represented numerous clients in trademark infringement, counterfeiting and dilution cases in the restaurant services, technology, and apparel industries.
· Trademark Trial and Appeal Board Proceedings (Trademark Trial and Appeal Board). We represented numerous trademark applicants in ex parte appeals to the Trademark Trial and Appeal Board after final refusal to register certain trademarks.
· Logistics/Freight Claims (Superior Court of California, County of Los Angeles). We represented the plaintiff in a lawsuit alleging significant damages as a result of a breach of broker/common carrier contracts caused by the defendants' failure to properly maintain the temperature of a container carrying a shipment of perishable food products in a transcontinental shipment.
· Architect Liability (Superior Court of California, County of Ventura). We represented the defendant in a dispute with an architect involving a home remodeling project.
· ArbitrationConstruction Litigation (Superior Court of California, County of Los Angeles). We represented the plaintiff in obtaining a significant arbitration award in a breach of contract lawsuit arising out of defendants' abandonment of a construction project.
· Fee Arbitration (Beverly Hills Bar Association). We represented the plaintiff in an arbitration dispute challenging potential conflict of interests between opposing counsel during a litigation.