Melissa C. Marsh, a Los Angeles California business attorney with 20+ years of experience, has been employed by major law firms and advised the board of directors of a public company for over five years. By providing both individuals and businesses with the proper advice, planning, and contracts, we can help you avoid lawsuits and strengthen your defenses when a lawsuit is unavoidable. The client base is both domestic and international, ranging from individual entrepreneurs and start-up companies to well established privately-held companies in different industries throughout the U.S., Canada, England, and Europe.

The practice focuses on: providing business advice; drafting, reviewing and negotiating contracts and licensing agreements; organizing and maintaining California corporations and LLCs; advising both employers and employees on employment law matters, handling a myriad of real estate transactions, and some estate planning.

Business Transactions
Computer and Internet Law
Corporations
Limited Liability Companies
Partnerships
Employment Law
Real Estate Law
Landlord-Tenant
Intellectual Property Law: (Trademark | Copyright)
Wills and Trusts

Business Law and Transactions:

This practice area integrates many, if not all, of my other primary practice areas. Services include:

• General business advice and counseling;
• Business entity formation, organization, maintenance, reorganization and dissolution (Corporations, LLCs and Partnerships);
• The structuring, negotiation, and documentation of business transactions such as: strategic alliances, joint venture agreements, development, license and distribution contracts, employment agreements, equipment leasing, etc...

Computer and Internet Law:

We actively represent technology companies on a full range of issues in various industries, including those involved in hardware and software programming and development; web site design, development and hosting; e-commerce; and entertainment (mainstream and adult). This practice area focuses on:

• General Representation. As general corporate counsel, I provide strategic legal services to private corporations of every size at every phase of their growth. Companies I have recently been advising in a number of include a leading audio and video hardware and software development company, an online marketing and advertising company, and an international web design firm.
• Trade Secret Protection. We assist our clients in developing internal protocols, appropriate documentation, and agreements to protect their trade secrets, confidential information and intellectual property rights, including: copyrights, trademarks and trade secrets.
• Design, Development, and Licensing Agreements. My office routinely negotiates and documents hardware and software design, development, licensing, royalty, lease, and installation agreements involving a variety of technologies.
• Strategic Alliances. Strategic partnerships and licensing deals are becoming an increasingly vital component in a company's ability to thrive in a changing market environment. I have significant experience in the formation of various types of strategic alliances, including outsourcing, licensing, and technology-related development agreements.
• Web Based Businesses. For companies that advertise their services and products on the internet, we prepare appropriate web site terms of use, policies, disclosures, and disclaimers, specifically tailored to meet the specific needs of the client, such as return policies that conform to the requirements imposed by California law.

California and Nevada Corporations:

In addition to providing general corporate and business advice, I assist my clients in choosing and properly organizing and maintaining the right business entity (corporation, limited liability company, partnership). I prepare corporate minutes, resolutions and other documents to ensure the corporation maintains its limited liability protection. I engage in complex negotiations for the purchase and/or sale of their corporation, or its assets. I analyze and prepare appropriate documents to properly handle employee relations and benefits. I negotiate and draft of all kinds of contracts and agreements and prepare copyright and trademark applications and renewals.

• Formation. I properly form and organize California, Nevada and New York corporations, S-corporations, C-corporations, Close corporations, Professional Corporations (CPAs, doctors, dentists, real estate brokers and agents, etc...) and Limited Liability Companies (LLCs).
• Corporate Counsel – Advice. We not only advise our clients on what the best entity is for their particular business, but also provide advice on corporate, business, and employee matters that routinely face every business. Our Mini Corporate Counsel Plan, which provides the small business with a cost-effective way to get legal and business advice, often saves our clients a tremendous amount of money and head ache. It is always best and much more cost-effective to prevent a problem.
• Pre-Incorporation, Founder, Shareholder, and Buy-Sell Agreements. We strongly recommend that all co-owned businesses, corporations with more than one shareholder, adopt a shareholder buy-sell agreement. We also recommend that all partnerships enter into a pre-incorporation agreement.
• Corporate Shareholder and Director Meetings and Minutes. We not only prepare the annual minutes and/or consents of a corporation's shareholder and director's meetings which are NOT sufficient to maintain a corporation's limited liability protection, but also the minutes and/or written consents of the special meetings of the directors which should document various business and financial transactions. The proper documentation of corporate transactions not only will protect the corporation's limited liability shield in the event of a lawsuit, but also will help substantiate corporate deductions in the event of an IRS audit.
• Purchase, Sale, and Merger of Corporations and/or its Assets or a Division. I represent both buyers and sellers in transactions involving the purchase and/or sale of a privately held business, corporation, or a corporation's assets.
• Director and Officer Indemnification Agreements.
• Corporate Clean-Up. We routinely review and update corporate minute books, including bylaws, minutes of meetings, shareholder and director resolutions, and the preparation and filing required notices and statements.
• Revival of suspended corporations and LLCs.
• Dissolution (closing) of Inactive Corporations.

California Limited Liability Companies (LLCs):

In addition to providing general business advice, I assist my clients in choosing and properly organizing and maintaining the right business entity (corporation, limited liability company, partnership), I also prepare LLC minutes, resolutions and other documents to ensure the LLC maintains its limited liability shield to protect the member's personal assets.

Why You Should Hire California Attorney Melissa Marsh to Form Your LLC

• Flat Fee Single Member Limited Liability Company Formation Service – Just $1,299^+Costs.
• Attorney Prepared LLC Operating Agreements – $499 for a Single Member LLC.
• LLC Compliance Program – Just $199 per year.
• Revive a Suspended LLC.
• Dissolve an Inactive LLC.

California Partnerships:

• Flat Fee Partnership Agreement and State Registration Service – Just $750.
• Preparation of Partnership Buy-Sell Agreement.
• Dissolution of a Partnership

California Employment Law:

• For California Employers. Provide advice on how to avoid work related lawsuits, perform workplace audits, prepare employee agreements, offer letters, nondisclosure and proprietary rights agreements, employee manuals and policies, termination letters and severance pay agreements, and when necessary we negotiate the settlement of wage claims. By formulating and implementing comprehensive employee policies and procedures on hiring, properly classifying a worker as either an employee or independent contractor, and as either exempt from overtime pay or non-exempt from overtime pay, and on handling harassment, discipline, leaves of absence, and termination matters, the employer can significantly reduce the probability of an employee lawsuit.
• For California Employees. Many California employers fail to implement the appropriate procedures, and consequently I also devote a substantial amount of my practice to negotiating and/or settling employee wage and overtime claims, which in many cases can evolve into a class action lawsuit with tremendous damages. Proper planning is essential. It is always best to contact us early so you can properly document your employer's illegal workplace practices. If you don't necessarily have a claim, but need advice, we provide a low cost consultation to advise employees of their rights, to prepare letters to remedy negative work related situations, and to negotiate severance agreements. If a settlement cannot be reached, we will assist employees in bringing a wage claim, overtime pay claim, claim for missed meal periods and rest breaks, and/or a claim for other California labor code violations.

See, Primer on California's Wage, Overtime Pay and Employee Benefits Laws For Both California Employers and Employees.

Intellectual Property Law:

I offer comprehensive services for creating, maintaining, licensing, protecting, and enforcing intellectual property rights. I prepare and file copyright and trademark applications both here in the United States and abroad.

• Trademark and Service Marks. Searches, registration and licensing of trademarks and service marks, both at the state and federal level, and when requested abroad.
• Copyrights. Registration with the United States Copyright Office and licensing of protected works.
• Intellectual Property Audits and Trade Secret Protection. It is important for all businesses to understand what is and is not a protectable trade secret and to implement appropriate security measures to protect both confidential and proprietary information. Once appropriate procedures are implemented, management should be educated on:
  1. How to identify all of the company's own intellectual property, as well as the intellectual property used by the company from third parties;
  2. The appropriate steps that should be taken to protect the company's intellectual property, whether it be through trademark or copyright registration, renewals of said registrations, safety protocols, or ensuring that all applicable contracts have the appropriate clauses;
  3. How to implement procedures to ensure the required intellectual property notices are properly displayed in connection with the sale of the company's products and services; and
  4. How to implement procedures to ensure that infringing activities are monitored and appropriate actions taken to enforce the company rights.
• Technology Licensing and Distribution. I negotiate and document a wide variety of transactions involving technology and intellectual property rights, including the licensing, sale, distribution and development of computer hardware and software, content, and related copyrights and trademarks. This generally involves advising clients on the appropriate business structures and distribution techniques, as well as the preparation of a wide array of distribution, licensing, and sale representative agreements.

Real Estate Law

We represent property buyers, sellers, and landlords in real estate transactions, and we routinely prepare, negotiate and review:

• Listing Agreements;
• Property Purchase and Sale Agreements;
• Escrow Documents;
• Loan and Mortgage Documents;
• Construction and Development Agreements; and
• Residential and Commercial Lease Agreements.

Landlord-Tenant

Although we represent landlord's with respect to the preparation of tenant leases and notices, we also represent tenants who are facing problems with their rental units, or eviction.

• Rent Control
• Rent & Security Deposits
• Right to Enter
• Maintenance/Repairs
• Quiet Enjoyment
• Notice
• Eviction
• Pets
• Roommates

Estate Planning: Wills and Trusts

• Wills
• Revocable Living Trusts
• Living will, also referred to as Advanced Health Care Directives
• Financial Durable Powers Of Attorney