Formation, Structure, and Compliance
Formation of dealership, distributorship and franchise relationships by domestic and foreign entities and their compliance with the many United States and state laws is paramount in creating a platform for success. The failure to pay sufficient attention to various laws relating to distribution models often leads to dire consequences and unanticipated liability to regulators and downstream distributors or licensees. The firm works with its clients to the goal of providing clarity, transparency and ease of understanding by regulators, the parties and, as sometimes arises, the courts.
More particularly, we:
- Evaluate strategies from a legal viewpoint and the particular business’ intended relationships and operations;
- Counsel and advise on all manner of operating structures via dealership, distributorship and/or licensed relationship model, including franchises;
- Prepare contracts relating to these relationships, including distributor, model dealer, license, and franchise agreements;
- Prepare and file with the regulators any necessary franchise registrations and Franchise Disclosure Documents (FDDs), the attendant renewals and modifications, and other required actions.
Litigation & Dispute Resolution
We also undertake the evaluation of the litigation risk, including likely legal and business consequences. We act as pretrial, trial, and appellate counsel in various federal and state courts, as well as in arbitration and other alternative dispute resolution proceedings.
Issues on which we are well versed and which often are asserted include:
- Allegations of fraud
- Non-compliance with regulations
- Failures to disclose
- Breach of contract
- Lack of support
- Uniformity in application of standards
- Calculation and payment of royalties
- Enforcement
- Termination
- Misleading consumer advertising
- Unfair trade practices
- Inadvertent franchise relationships
- Illegal restraints of trade
Practice Areas
Areas of Practice
Banking & Financial Services
LHDK&W’s banking and financial services group provides a diversified range of legal services in both litigation and transactional matters representing domestic as well as foreign financial institutions, including banks, commercial lenders and other financial institutions.
Litigation
Our banking and financial services litigation team has extensive experience in representing banks, commercial lenders, and other institutions in a wide range of litigation matters. Our litigators regularly represent financial institutions in both state and federal court, both at the trial level and on appeal, and have expertise in, among other things, the following:
- enforcement of commercial loan obligations
- creditor representation in bankruptcy
- enforcement of security interests in real and personal property collateral
- consumer lending regulations and lender liability issues
- prejudgment remedies, including writs of attachment and writs of possession
- receiverships
- contract-based claims, fraud and other business torts, and related general commercial litigation claims involving financial institutions
Transactions
Our banking and financial services group has extensive experience in structuring, negotiating and documenting financial transactions to meet legal, regulatory and tax requirements specific to the applicable locality. Our group also has extensive experience representing corporate borrowers in all aspects of asset based lending transactions. We are also well-versed in representing corporate borrowers in working out debt payment strategies. In addition to our domestic banking practice, the firm’s banking group also provides effective, coordinated representation on cross-border/transpacific transactions. Our banking group can provide you with a full-range of services regarding all types of financial transactions, including:
- commercial loans
- commitment preparation and negotiation
- formation of banks
- regulatory advice and examination
- consumer credit
- mergers and acquisitions
- credit documentation
- loan syndications and participations
- debt and equity finance
- secured lender remedies
- receiverships
- financing, packaging, selling and purchasing commercial loan portfolios
- real estate finance
- letters of credit
- workouts and bankruptcies
- asset-based lending
- bankers acceptances
- venture capital investments
Practice Areas
Areas of Practice
Business & Corporate
Keeping a business operating at its financial peak can be challenging. Our business and corporate group understands your day-to-day challenges, risks and business decisions.
With our extensive experience in business entity organization, corporate governance, risk management and legal compliance in connection with day-to-day business operations, we are able to provide our clients with creative yet practical solutions for a wide spectrum of organizational, financial and operational issues.
Our clients come from a broad range of services and industries, including:
- manufacturing
- automotive
- distribution
- electronics
- telecommunications
- insurance
- banking and finance
- steel
- consumer retail
- real estate
We advise our clients on legal and practical consequences of transactions, implementing our clients’ objectives in light of tax, securities, liability and other legal considerations. We have assisted our clients on complex transactional matters, such as:
- formation and operation of limited liability companies, corporations, partnerships and other business entities
- distributorship agreements
- mergers, acquisitions and sales of businesses
- purchase and sale agreements
- requirements and supply contracts
- manufacturing agreements
- licensing and technology transfer agreements
- software agreements
- proprietary information and confidentiality agreements
- joint ventures
- corporate securities transactions and private placements
- institutional and private financing and capital formation
- advising emerging growth companies
- venture capital transactions
Practice Areas
Areas of Practice
Outside Corporate Counsel
In today’s business climate, an employer’s general counsel is faced with a broad range of responsibilities and is expected to analyze and effectively respond to a wide-spectrum of legal issues affecting the company.
LHDK&W’s corporate counsel group assists in-house corporate counsels or executives in meeting the challenges of representing today’s business entities. We provide sound business advice to our counsel regarding all legal issues surrounding corporate operation and management.
As outside corporate counsel, our attorneys assist clients in handling a myriad of specific legal, regulatory and other issues arising from day-to-day business operations.
LHDK&W assists corporations and their in-house staff with:
- regulatory filings
- litigation management and dispute resolution
- review, negotiation and drafting of agreements for transactions of all kinds
- compliance with statutory regulations
- intellectual property management
LHDK&W also has extensive experience advising on internal company issues, such as:
- advising on labor and employment matters and disputes
- creating, maintaining, and enforcing corporate policies and procedures
- conducting corporate investigations
- advising and counseling the Board of Directors and management on general matters
For those companies who do not have a legal department or staff, our attorneys frequently fill the role of in-house counsel and are retained as outside general counsel. LHDK&W has extensive experience assisting in-house legal departments and serving as outside general counsel, including serving as national or regional counsel for many top-tier corporations.
Because every company’s situation, goals, philosophy, and culture are unique, we tailor our legal services to meet each client’s unique criteria. Effective outside corporate counsel requires investing the time, energy, and resources to understand the client and to recognize the goals and objectives of their business decision makers. Through meetings and exposure to these decision makers, we gain an understanding of the client’s business and utilize this knowledge to provide effective and efficient legal services.
Practice Areas
Areas of Practice
Insurance
Working closely with you regarding your insurance needs, we take pride in resolving a wide array of sophisticated insurance issues including transactional, litigation and regulatory work.
LHDK&W’s insurance group has successfully represented insurance companies in a wide range of litigation, including coverage disputes, bad faith claims, reinsurance disputes and insurance fraud. Our insurance professionals also routinely advise insurers in non-litigation insurance disputes, risk management and general issues, including regulatory matters.
Our insurance group has extensive experience in representing and advising policy holders in matters involving comprehensive general liability, professional liability, products liability, and personal injury policies. We have a highly successful record in reaching favorable resolutions to our clients’ insurance coverage disputes through negotiation and other forms of alternative dispute resolution. When required, we vigorously pursue litigation to obtain coverage when insurance carriers wrongfully deny coverage to our clients.
Practice Areas
Areas of Practice
Intellectual Property
The protection of intellectual property rights is an essential concern for any business enterprise operating in today’s global economy. Clients are faced with intellectual property matters that usually involve technical details and intricate procedures. We understand that you want your attorneys to interpret these details and provide cost-effective solutions.
As one of the firm’s largest practice groups, LHDK&W’s intellectual property group regularly satisfies our clients’ needs by obtaining, protecting and enforcing intellectual property rights, domestically and internationally. Our intellectual property practice includes all aspects of patent, copyright and trademarks, as well as litigation in a variety of related areas such as trade secrets, unfair competition and commercial torts. Our practice also encompasses the transactional aspects of intellectual property, such as drafting and negotiating licensing, joint venture and related technology transfer agreements.
By choosing LHDK&W to handle all of your intellectual property needs, you will receive representation from an unsurpassed group of attorneys who have successfully dealt with all facets of intellectual property. Most of our intellectual property attorneys hold advanced degrees in engineering and have considerable industry work experience in their respective technical fields. We have extensive experience in representing high-technology corporate and small scale clients in matters relating to:
- worldwide patent preparation and prosecution
- patent and technology negotiations
- intellectual property litigation
- trademark and copyright registration, unfair competition, trade secrets
- intellectual property counseling, opinions, licensing and other agreements
- intellectual property due diligence, evaluation and audit
U.S. and Worldwide Patent Preparation and Prosecution
In preparing and prosecuting patents, our goal is to provide meaningful protection that furthers our clients’ business goals. LHDK&W actively prepares and prosecutes patents for a wide variety of products, product components, and technologies.
With our extensive experience in patent preparation and prosecution, we understand the complexities involved in obtaining protection for your invention. Our experienced patent attorneys regularly deal with the United States Patent and Trademark Office. We understand what it takes to quickly resolve any problems that may arise in the prosecution of patent applications.
Drafting effective patents requires not only an understanding of technology and law, but also an anticipation of the direction in which technology may evolve. Thoughtful and deliberate efforts involving close collaboration between lawyer and inventor are crucial to the development of a patent application. The strength and diversity of the technological and legal backgrounds of LHDK&W’s professionals are key components in creating this close collaboration. Our intellectual property attorneys are as well-versed in technology as they are in law. Our patent attorneys have practical scientific or engineering work experience in the fields of electronics, computers, chemical and mechanical engineering, with advance degrees in the same or related fields of technology.
We also understand that doing business in the global marketplace requires protecting property overseas as well as at home. Our intellectual property attorneys are experts in foreign filing of patent applications, including technical translations facilitated by our multilingual professionals. With the assistance of an international network of associated firms and attorneys, LHDK&W is able to obtain and maintain patents for our clients worldwide. We also engage in international transactional matters involving intellectual property rights, such as licensing or acquiring patent rights.
With each patent preparation and prosecution, we aim to keep our clients out of court with well researched, strongly written patents. Our prosecutors work in unison with our litigators to obtain patent protection that will hold up in court. In addition, our attorneys are skilled at analyzing competitors’ patent portfolios as they apply to our clients’ products, invalidating competitors’ claims, and negotiating licensing agreements with favorable royalties compared to the relevant industry standards.
Strong and Diverse Technical Backgrounds
LHDK&W’s intellectual property attorneys have technical backgrounds in a wide array of diverse technologies and industries. Many of our intellectual property attorneys acquired their technical expertise prior to entering the practice of law while employed in various technical capacities for industry leaders. LHDK&W’s intellectual property attorneys have experience in a wide range of technologies, including:
- wireless communications, including cellular telephones
- telecommunications networks and protocols
- liquid crystal displays
- thin film transistors
- memory devices
- automobile technology, such as brake systems and transmissions
- analog and digital circuits
- audio and video equipment
- computer hardware, software, and networks
- optics and applications
- semiconductor architecture and manufacturing, including processors and memories
- telecommunications, including wireless telephony and intelligent networks
- missile guidance systems
- electronic and industrial instrumentation and control systems
- data storage systems
- television and video processing and display
- roof assemblies
- electrophotography
- internet related structures and software
Intellectual Property Litigation
LHDK&W has handled numerous cases involving a variety of intellectual property disputes, including patent, trademark, trade dress, copyright and trade secrets. We understand that in today’s competitive business environment, litigation is sometimes a necessary means to maintain our clients’ position in their industry. We also understand the costs associated with litigation.
Our intellectual property attorneys, in conjunction with our litigators, utilize their experience to seek a cost-effective, favorable resolution to all of your intellectual property issues. With the mindset that trial is the last option to resolve your case, our attorneys will pursue all avenues to resolve your matter, including expedited discovery, preliminary injunctive and other pretrial relief to reach a quick and positive resolution to your matter.
In situations when it is inappropriate from a competitive or cost standpoint to litigate, we work with our clients to adopt alternative approaches. Such strategies may include invalidating existing patents through cost-effective procedures, licensing rights, acquiring patents, avoiding infringement, or designing around patents.
Trademark and Copyright Registration, Unfair Competition, Trade Secrets
Our intellectual property attorneys are closely involved in the development, protection and maintenance of our clients’ trademarks and copyrights. We understand the business value behind a business’ trademark or copyright and the significance of protecting such intellectual property.
Our intellectual property group regularly advises our clients in the U.S. and abroad on all aspects of domestic and foreign trademark law, including trademark selection, protection through the filing of trademark applications, representation of clients in trademark opposition and cancellation proceedings, enforcement and defense of their trademark rights. Our intellectual property attorneys have extensive experience in handling proceedings before the United States Patent and Trademark Office and before the Trademark Trial and Appeal Board. Internationally, professional relationships forged with law firms throughout the world allows us to select, protect, prosecute and license trademarks overseas.
Intellectual Property Counseling, Licensing and Other Agreements
Our intellectual property attorneys routinely advise our clients about management and use of intellectual property rights. With respect to patents, LHDK&W’s intellectual property attorneys evaluate patents and provide legal opinions as to the validity, enforceability, and infringement of patents of clients and their competitors. In addition, our attorneys provide legal guidance during product development and marketplace introduction, including legal advice regarding potential violations of the intellectual property rights of third parties.
Our intellectual property group routinely negotiates and drafts agreements essential to accomplishing our clients’ goals, such as:
- nondisclosure/confidentiality agreements
- non-compete, employment and independent contractor agreements
- licensing and technology transfer agreements
- teaming and joint venture agreements
- source code escrow and other software agreements
Intellectual Property Due Diligence, Evaluation and Audit
Unlike other law firms’ intellectual property groups, our intellectual property attorneys advise clients in connection with mergers and acquisitions, venture capital investments, joint venture agreements, other financial transactions and new product introductions in connection with their intellectual property interest. The firm’s intellectual property attorneys are fully capable of developing intellectual property strategies, investigating and evaluating intellectual property positions and risks, and negotiating and documenting transactions. Because our attorneys possess industry knowledge in computers, semiconductor, electronics, and telecommunications, we are able to apply our in-depth technical expertise and specialized legal skills to successfully complete complex intellectual property transactions that most other firms cannot handle.
We understand that mere creation of an intellectual property right is just the first step in creating value for your business. Our intellectual property practice also counsels clients on systematically identifying, evaluating and protecting their intellectual property assets as they are created. To assist you in maintaining your intellectual property’s value, we will also regularly conduct intellectual property “audits,” so that we can formulate an appropriate strategy regarding the management of your intellectual property assets.
Practice Areas
Areas of Practice
Labor & Employment
Employers need legal counsel to understand their business to quickly answer their questions. We understand that to properly advise employers, attorneys need to fully comprehend the nature of an employer’s business along with the dynamics involved that you as the employer face on a day-to-day basis.
LHDK&W’s labor and employment practice group takes on a client-first approach by learning what employers want and formulating a practical solution that best serves employers’ business goals. The firm’s labor and employment practice focuses on litigation, preventive counseling, employment policy preparation and implementation, promotions and training, and alternative dispute resolution.
Our labor and employment attorneys possess comprehensive experience in counseling and representing employers regarding all aspects of the employer-employee relationship. We routinely represent employers in both federal and state court litigation involving wrongful termination, unlawful discrimination, sexual harassment, employment discrimination, labor disputes, wage/hour claims, ERISA claims and other aspects of employment law.
Our labor and employment practice group advises business employers of all sizes and types across diverse industries, including foreign-owned enterprises, regarding a wide-range of topics, including:
- employment practices such as federal and state wage and hour issues
- employment policies and practices
- executive and other employment agreements
- employee training
- workplace safety and health
- issues arising in connection with corporate mergers and reorganizations
- issues involving trade secrets and intellectual property
Through the utilization of LHDK&W’s philosophy of client service and collective experience, our attorneys are able to provide employers with highly effective legal services and solve problems effectively and efficiently.
Significant labor and employment matters handled by LHDK&W’s attorneys include:
- representation of a foreign-owned business in defense of a multiple plaintiff sexual harassment and racial discrimination action
- prosecution of restraining order actions on behalf of employers to prevent workplace violence
- representation of a Korean bank in defense of a multiple plaintiff sexual harassment and racial discrimination action
- defense of a California-based chip manufacturer in a wrongful termination lawsuit filed by a former executive
Practice Areas
Areas of Practice
Litigation
Nobody wants to be involved in litigation. We understand that litigation can be highly stressful. We realize our clients’ uneasiness of exposing their assets without knowing how a court or jury will decide a case. LHDK&W’s litigation group focuses on managing our clients’ concerns by advising our clients to best reach a favorable resolution in the most economic manner.
We understand that each client faces different and unique business litigation issues. We work closely with our clients, understanding their wants and needs in light of their business environment, to develop litigation strategies that meet their business needs.
The firm’s litigation group practices virtually all aspects of business and commercial litigation, including:
- Products liability
- Complex corporate and commercial litigation / class actions
- Banking and financial institutions
- Bankruptcy and collection workouts
- Breach of contract
- Negotiable instruments
- Attorney malpractice
- Construction defect
- Debt collection
- Intellectual property
- Labor and employment
- Insurance
- International trade
- Cross-border and international transactions
- Real estate
The litigation group consists of experienced general business litigators with extensive expertise in all aspects of commercial litigation from breach of contract actions to complex class-action litigation. Our litigators have prosecuted and defended cases in federal and state courts, as well as before arbitrators, mediators, governmental agencies, and other extra-judicial forums.
As advocates, the firm’s attorneys are familiar with complicated business practices, and utilize their collective legal and industry experience to manage and resolve disputes involving a wide variety of commercial and industrial operations. We understand that litigation may not always be the best alternative, and whenever it is in the client’s best interest, we seek to resolve business disputes through informal negotiation, mediation, or other alternative dispute resolution methods.
Practice Areas
Areas of Practice
Products Liability
At LHDK&W, we are well aware that today’s product liability matters usually involve substantial exposure to our clients on a national and oftentimes on a world-wide basis. Because we have handled virtually all types of product liability cases, we understand the complexity that is involved in these cases. With the combined litigation experience and technical background of many of our attorneys, we are able to provide our clients unparalleled representation in the product liability field.
Advocacy / Litigation
Our products liability attorneys work with local and regional counsel in defending products liability actions against manufacturers and distributors, including complex and class action litigation. We have handled products liability matters involving virtually every sector of consumer products, including motor vehicles, chemical products, industrial products and household products.
For example, the firm has represented foreign automobile manufacturers/distributors in wrongful death and catastrophic injury litigation involving alleged defects in safety restraints, roof strength, rollover propensity, tire durability and seatback strength. Our product liability practice also provides effective products liability representation for the insureds of foreign and domestic insurance companies under products liability/completed operations or comprehensive general liability coverages and policies.
Unlike other traditional firms, our products liability attorneys also have extensive experience managing and coordinating national products liability litigation for manufacturers and distributors confronting multi-state claims. Such efforts include hiring, managing and supervising local counsel and conducting research, drafting legal briefs, formulating litigation strategy and other services. As a result of the firm’s national experience, we have developed a network of experienced products liability counsel throughout the U.S. capable of providing effective and efficient representation at the trial and appellate levels.
Litigation Avoidance / Regulatory Compliance
We recognize that an effective products liability practice not only includes defending manufacturers, but also minimizing a client’s pre-litigation risks. Our attorneys work closely with clients to identify and correct problematic internal practices that may increase the risk of litigation.
We regularly counsel and advise manufacturers and distributors in the review and drafting of owner’s manuals, warranty manuals, user instructions, safety bulletins, and record retention policies. Our attorneys also have extensive experience in advising clients in remedial measures regarding products, including assisting in the conduct of recall campaigns.
The firm’s product liability attorneys also advise manufacturers and distributors in regulatory compliance matters pertaining to the sale of consumer products. Such matters include those related to federal motor vehicle safety standards, federal and state environmental standards, and federal trade commission regulations. We also represent manufacturers and distributors before various regulatory agencies.
Representative Matters
LHDK&W’s attorneys have represented many types of foreign and domestic manufacturers and distributors, including large corporations, sole proprietorships and partnerships, as well as foreign and domestic products liability insurance carriers. The firm’s product liability attorneys have been involved in the following matters:
- representation of foreign and domestic automobile manufacturers/distributors in wrongful death and catastrophic injury litigation involving alleged defects in safety restraints, seatback strength, roof strength, rollover propensity, and tire durability;
- representation of a foreign steel conglomerate in a multi-million dollar global construction defect litigation regarding steel piping;
- representation of general contractors and developers on behalf of an insurer in construction defect litigation involving claims of defective construction of apartment buildings, condominium complexes and residential housing;
- representation of manufacturers and distributors of a wide range of products, including chemical products, fertilizers, propane tanks, industrial solvents, industrial tools and machinery, consumer appliances and medical devices, in personal injury and wrongful death litigation;
- representation of a major amusement-theme park in premises liability litigation, including matters involving the design and operation of theme park attractions;
- representation of a Korean automobile manufacturer/distributor in industry meetings and the management of litigation on behalf of the Korean automobile manufacturer/distributor in litigation in courts outside California;
- the compilation and presentation of regulatory data to the National Highway Traffic Safety Administration (NHTSA) and the United States Consumer Product Safety Commission;
- representation of a foreign automobile manufacturer/distributor in class action matters involving allegations of consumer fraud;
- representation of a Korean insurance company in multi-million dollar commercial litigation;
- the development of practical document record retention procedures.
Practice Areas
Areas of Practice
Real Estate
Today’s ever-changing real estate market demands attorneys who have expertise in a broad range of real estate matters. LHDK&W’s real estate attorneys combine their extensive experience in a wide array of real estate transactions with the ability to utilize the firm’s other departments to provide unmatched legal representation for all your real estate needs.
Our real estate lawyers provide all facets of legal services for the acquisition, disposition, leasing, development, construction, operation, property management, litigation and financing of commercial, industrial and residential real estates. We represent developers, investors, landlords, tenants, lenders and borrowers in all aspects of real estate transactions.
In the event a dispute arises, our real estate attorneys have handled a wide-range of real estate litigation, including:
- contract disputes
- lease disputes
- non-disclosure claims
- property management liability
- broker liability and commission claims
- trustee sale and foreclosure actions
- environmental contamination claims
- insurance coverage issues
Our real estate attorneys possess extensive political and community skills, experience and contacts. The firm’s attorneys stay current with recent industry developments, and maintain strong ties with local government and regulatory officials. From this unique perspective we are able to advise and counsel our real estate clients on how to anticipate and minimize potential opposition to client projects.
Practice Areas
Areas of Practice
International Arbitration & Dispute Resolution
The International Arbitration and Dispute Resolution Practice at LHDK&W serves domestic and foreign clients before major arbitral tribunals around the world and offers expertise in international commercial and shipbuilding arbitration. We understand the business aspects of international arbitration proceedings and structure dispute resolution mechanisms to achieve the client’s core objectives. Along with LHDK&W’s London, England office, our arbitration practice regularly collaborates with law firms in Seoul, South Korea, London, England, as well as Singapore, and elsewhere to better serve our clients in the global forum in which they conduct business.
Practice Areas
Areas of Practice
Maritime
LHDK&W’s Maritime team is comprised of United States attorneys and English solicitors, and is well experienced in representing shipping carriers, shipbuilders, and terminal operators in a variety of shipping, shipbuilding, and maritime transportation-related matters.
LHDK&W’s team works closely with its maritime clients in both contentious and non-contentious matters. In contentious matters, LHDK&W has provided representation in government investigations involving the shipping industry, and its team has provided representation in substantial international arbitration and litigation matters affecting its maritime clients. These disputes have been situated in international arbitral forums and courts of multiple countries, where LHDK&W’s team has frequently coordinated with skilled local counsel. These commercial disputes involved a broad range of maritime issues, including shipbuilding contracts, ship conversion contracts, brokerage agreements, offshore platform and FPSOs, warranties, refund and/or performance guarantees, shipbuilding option agreements, vendor and subcontractor disputes and towing contracts.
In non-contentious matters, LHDK&W’s maritime team advises its clients on newbuilding and conversion contracts, finance agreements, vendor and subcontractor agreements, option agreements, and the like, relating to conventional commercial vessels as well as specialized vessels for the offshore industry, offshore structures and FPSOs. The team also has advised port terminal operators on various operational and pre-litigation matters, and the firm has provided transactional support to transportation logistics companies. Additionally, LHDK&W’s team routinely works closely with clients in navigating the course of performance in specialized, complex international shipbuilding construction contracts. Such representation includes working closely with clients in face-to-face negotiation of such contracts.
Additionally, in order to meet the global demands of its maritime clients, team members are frequently on-the-ground in other countries, including Korea and European Union nations. In addition to each team member’s personal relationships with attorneys located around the world, the firm has working agreements and/or collaborative arrangements with leading law firms in Korea, the United Kingdom, Singapore and China.