The
practice of Knox Lemmon & Anapolsky, LLP, focuses on administrative law,
business litigation, corporate governance, governmental affairs, intellectual
property and real estate matters. We endeavor to provide our clients with
professional, responsive and cost-effective legal services.
Administrative Law
We handle professional licensing and disciplinary matters before regulatory
agencies such as the Medical Board of California, the Contractors' State
License Board, the Department of Social Services, the Bureau of Automotive
Repair and other state agencies. Our representation includes counseling
clients, appearing with clients at investigatory interviews and, where necessary,
representing licensed professionals in administrative trials.
Arbitration and Mediation
Alternative Dispute Resolution includes both arbitration and mediation and
can be a valuable tool in resolving disputes economically. We have experience
in arbitration, both as court-appointed arbitrators and as counsel for parties
involved in arbitration. We recommend mediation when appropriate and our
lawyers regularly serve as pro tem settlement conference judges in the Sacramento
County Superior Court.
Business Litigation
We have an extensive state and federal litigation practice. We represent
clients at the trial and appellate level. These matters include corporate
and partnership disputes, contractual disputes, environmental claims, employment
issues, construction defects, professional malpractice, intellectual property
disputes, lender liability, real estate disputes, personal injury, product
liability, insurance bad faith, trade secret matters, and unfair competition
disputes. We represent clients in insurance matters as defense counsel,
Cumis counsel, and coverage counsel.
Corporations, Securities and Partnerships
We advise clients forming new corporations. We prepare articles of incorporation,
bylaws, shareholder buy-sell agreements, initial meeting minutes and appropriate
securities documentation, including offering memoranda. In addition, we
advise corporations regarding the rights and duties of officers, directors,
and shareholders, and assist corporations in complying with corporate formalities
and maintaining corporate minutes.
We handle the private and public placement of debt and equity. We also assist
clients in obtaining necessary regulatory approvals from the California
Department of Corporations. In addition to representing issuers of stock
and other securities, we represent shareholders with complaints involving
corporate mismanagement, and matters pertaining to disputes with brokerage
houses over the purchase and sale of securities and the handling of accounts.
We assist clients in the negotiation of business acquisitions and the preparation
of purchase agreements (involving both stock and asset sales), mergers,
and debt restructuring. This work includes the preparation and review of
written agreements concerning financing, management, consulting, employment,
and real and personal property security.
We advise clients regarding the formation of new general and limited partnerships,
limited liability companies, and limited liability partnerships. We prepare
general and limited partnership agreements, operating agreements, and draft
securities documentation, including offering memoranda, for these entities.
In addition, we advise partnerships regarding the rights and duties of partners
and members, oversee mergers and dissolutions, and offer general business
counseling.
Employment
We counsel clients on pre-employment screening procedures, employment contracts,
employee privacy issues, labor relations, wage issues, policy and procedure
manuals, employee benefit packages, and termination procedures. We represent
and counsel individuals and entities in litigation before government agencies
such as the Department of Fair Employment and Housing, the Employment Development
Department, and the State Labor Commissioner.
We litigate in state and federal courts and counsel clients regarding employment
issues. We represent and counsel individuals and entities in litigation,
mediation, and arbitration of disputes involving wrongful termination, trade
secrets, unfair competition, sexual harassment, employment discrimination,
privacy matters, and drug testing matters.
Environmental Counseling and Litigation
We counsel clients regarding environmental due diligence requirements, environmental
indemnity agreements, and the status of potentially responsible parties.
We have also investigated and counseled clients in matters regarding water
and air pollution, and underground storage tanks.
We litigate toxic tort claims, and counsel clients regarding compliance
with environmental and safety statutes. We represent individuals and entities
in connection with federal, state, and local rules concerning toxic substances
and hazardous wastes.
We have experience with issues arising under the National Environmental
Policy Act ("NEPA"), the Comprehensive Environmental Response, Compensation,
and Liability Act ("CERCLA"), the California Environmental Quality Act ("CEQA"),
and the Safe Drinking Water and Toxic Enforcement Act of 1986 ("Proposition
65").
We represent clients in rule making and other regulatory proceedings affecting
a variety of matters which include utility rates, service, energy, and environmental
warnings.
Finance
We represent financial institutions, retirement investment funds, commercial
lessors, and lenders in every variety of financial transactions, including
securitizations. We represent lenders as well as borrowers in litigation
arising out of financing transactions.
Governmental Affairs
We counsel individuals, companies, trade associations and public officials
in connection with regulatory matters, disciplinary proceedings and investigations,
and litigation affecting public policy including state ballot initiatives
and agricultural pricing policies enforced by the state and federal governments.
Intellectual Property
We provide advice and assistance in the protection of patents, trademarks,
copyrights, and trade secrets, and have experience in representing clients
in patent infringement, trademark, copyright, and trade secret litigation.
This experience includes advising high tech and bio-med companies in protecting
and licensing intellectual property, and in litigation disputes.
We have also assisted our clients in preparing agreements to protect confidential
and proprietary information, including trade secrets. We also represent
high tech and bio-med firms in the preparation and negotiation of intellectual
property assignment agreements, non-disclosure agreements, and licensing
agreements.
Probate, Wills and Trusts
We assist our clients in probate, trust, and guardianship matters. We represent
personal representatives in small and large estates. We regularly prepare
petitions for probate and administration, handle conservatorships and guardianships,
will contests, reports, and accountings. In addition, we offer estate planning
services, counsel clients about potential estate tax consequences, prepare
living trusts, testamentary trusts, wills, living wills, and durable powers
of attorney.
Real Estate
We represent clients in real estate transactions including: the negotiation
and preparation of sales and purchase agreements for developed and undeveloped
properties; the examination and preparation of residential and commercial
building leases, as well as ground leases; the documentation of and assistance
with financing issues, including preparation of notes and security instruments,
supervision of escrow transactions and tax deferred exchanges, negotiation
and preparation of cost sharing agreements and development agreements, and
modification or amendment of Williamson Act contracts; the examination and
resolution of title problems; the handling of real property foreclosures
(by trustee sale or judicial foreclosure); the examination and documentation
of licenses and easements; the supervision of hazardous material audits;
the negotiation and the preparation of environmental contamination remediation
plans; and the preparation of environmental indemnity agreements for use
by real property owners, lessors, or tenants.
We also represent clients in litigation arising out of real estate transactions,
including actions for damages, foreclosure, injunctive relief, and appointment
of receivers.
We handle construction defect claims, mechanics' liens, and foreclosure
suits on private jobs. Additionally, we represent clients on public jobs
in connection with competitive bidding requirements, listing of subcontractors,
rejection or withdrawal of bids, delays, stop notices, and claims of subcontractors
and suppliers. We counsel clients regarding contract issues involving owners,
developers, architects, engineers, general contractors, and subcontractors,
and on issues pertaining to zoning, permitting, licensing, hazardous substance
removal, financing, deeds, escrows, mortgages, and judicial foreclosure. |
