Specialized legal expertise on entity formation and financing for new businesses.
We provide specialized advice on entity selection and structure after evaluating the nature of the relationships of the people involved and the specific circumstances and needs of the business in question, whether a corporation, limited liability company (LLC), partnership, professional corporation or limited liability partnership (LLP).
Once an entity is chosen, it is crucial for its long-term success to create an appropriate legal framework with an agreement among its owners. We work closely with our clients to draft vital partnership, shareholder or operating agreements among owners and investors covering management, operations, profit distributions, intellectual property, transferability of interests and myriad other client-specific matters.
When new companies need to raise money from outside sources to fund their opening costs, whether raising funds through loans, investments or both, we offer practical legal expertise as they develop their financing strategy. This includes drafting loan documents, convertible promissory notes, private offering memoranda for equity financing and reviewing institutional loan documents.
For succession planning or alternative incentive compensation to key-employees, whether in early stages or as founders are ready to phase out of their business, our services include drafting stock options, profits interests agreements, equity grants, and profit-sharing incentive agreements .
Strategic advice and outside counsel for sustaining and expanding businesses
Once an entity is formed and operational, the firm works as the company's outside counsel and strategic advisor to provide continuing legal advice for its ongoing governance and operations.
The scope of these services include purchase and sale agreements, commercial leases, construction contracts, design professional agreements, management contracts, consulting and independent contractor agreements, general terms and conditions for purchase orders and invoicing, distribution, production and supply agreements, licensing agreements, credit facilities, non-disclosure agreements, and general corporate and entity maintenance.
In the case of a business acquisition or sale, we help our clients structure, negotiate, and execute every element of the transaction.
These types of transactions can involve many moving parts and we help clients evaluate risks and rewards and decide which issues are paramount.
During her decades of experience Carolyn Tawasha has developed a network of consultants to help her clients with their industry-related needs for those services she does not provide, including planning and zoning, tax, immigration, trademark, employment, bankruptcy, accounting, insurance, and alcoholic beverage matters.
Representing hospitality, restaurant and food service professionals with a personal approach
Carolyn J. Tawasha P.C. has an established reputation in the hospitality industry for representing chefs, restaurateurs and other food service professionals to successfully acquire, open, and operate their businesses.
Often the biggest challenge with starting a hospitality business or expanding to additional units is timing. Ideally, business owners want to raise the funds they need as they are looking for a space so it can be difficult to quantify their budget and financial needs. If they have identified a space, they might not want to form an entity or incur the legal expense of raising funds unless they are confident they have successfully negotiated a lease. We help our clients navigate these matters with an eye on costs and help them establish a realistic timeline for achieving these goals.
Our firm’s restaurant, food service, and hospitality practice is highly specialized, and our experience enables us to assist clients develop an optimal strategic business structure given our clients’ particular concepts, goals, location, and capital needs. Our network of consultants and professionals provides her clients with access to other professionals they need for every aspect of their business.
The firm has several clients whose restaurants have been ranked in the Top 10 and Top 100 in the Bay Area, and many have been awarded Michelin stars and James Beard awards. We also work with bar owners, sommeliers, managers, licensors, other food and beverage retail and wholesale enterprises as well as music and other entertainment venues.
Real estate and commercial leasing advice, drafting, and negotiation services.
We advise our clients on buying, selling, leasing, owning, operating and improving various types of real estate. Our firm represents property owners, tenants, real estate brokers, property managers, contractors, vendors and design professionals and has been personally involved with the renovation of her offices in San Francisco. WE also assist our real estate clients with business entity formation, including choosing, structuring, and capitalizing their real property ownership entities.
Negotiating a workable lease may be the most important factor in the success of a business. Clients are often anxious to tie down a space and hesitant to spend too much time and money negotiating terms, but it is important to spend the time understanding all costs, obligations, and liabilities and the consequences of the long-term commitment being made. We are equipped to take our clients from the initial stages of the deal through lease negotiation and, if the need or desire arises, to termination, sublease or assignment.
Typical commercial real estate transaction services Carolyn provides include:
Letters of intent and commercial leases for office, retail, and industrial space on behalf of both landlords and tenants
Lease restructuring, renewals and termination
Subleases and assignments
Subordination, non-disturbance, and attornment agreements
Property acquisitions and sales
Contracts for the improvement of leased or owned property, construction contracts and design professional agreements
Brokerage and property management agreements
Commercial property purchase and sale agreements