Law Offices of Lawrence H. Jacobson A Professional Corporation California Expert Witness | Expert Testimony | Consultant for Real Estate & Malpractice 2026-07-18T19:57:59Z https://www.lawrencejacobson.com/feed/atom/ WordPress /wp-content/uploads/sites/1103263/2021/05/cropped-LHJ-siteicon-512px-transparent-32x32.png On Behalf of Law Offices of Lawrence H. Jacobson A Professional Corporation <![CDATA[Negotiating CAM charges for a sustainable commercial lease]]> https://www.lawrencejacobson.com/?p=48818 2026-07-18T19:57:59Z 2026-07-18T19:57:59Z Use should affect obligations Frequently, landlords use a simple square footage formula to assign each tenant a certain percentage of their total CAM expenses. However, there is an opportunity to negotiate before signing the lease. Square footage does not necessarily correlate to wear and tear on facilities, parking demand or even the use of utilities. If a business model is likely to generate less damage to the space or to use shared services, such as security and parking infrastructure, less frequently than other tenants in the same building, it may be possible to have a landlord reduce the percentage of responsibility assigned. It may also be possible to negotiate an agreement where the tenant pays a flat amount in CAM charges every month instead of fluctuating amounts depending on the costs the landlord incurs that month. Negotiating commercial leases can be challenging, even for seasoned business leaders. A lawyer’s support can help executives and owners evaluate commercial leases and secure the best terms possible.  ]]> On Behalf of Law Offices of Lawrence H. Jacobson A Professional Corporation <![CDATA[Is forming an LLC enough to avoid personal liability?]]> https://www.lawrencejacobson.com/?p=48816 2026-07-16T16:39:53Z 2026-07-16T16:39:53Z When launching a new business, many entrepreneurs choose a limited liability company (LLC) because they want to separate their personal assets from business risks. LLCs are often promoted as a simple way to shield yourself from business-related lawsuits, debts and financial setbacks. However, forming an LLC is not a magic solution. While it can provide valuable protection, there are situations where you could face personal liability despite having an LLC in place.

An LLC is not an impenetrable wall

As mentioned, having an LLC does not guarantee complete immunity from liability. Courts look beyond the LLC’s existence and may examine how the business is actually operated. For instance, if you commit fraud, make intentional misrepresentations or engage in unlawful conduct, you can be held personally responsible for the resulting damages. Personal guarantees can also expose you to liability. Lenders, landlords, and other parties often require business owners to personally guarantee business obligations. If you pledge personal assets as security for business credit, you may be personally liable even if the business operates as an LLC. The same goes if you fail to maintain a meaningful separation between personal and business affairs. For example, using business accounts to pay personal expenses, mixing company and personal funds or failing to keep accurate records can create doubts over whether the LLC is truly operating as a separate legal entity.

Maintaining the legal protections your LLC provides

Creating an LLC is an important first step toward protecting yourself from business-related liability, but the work doesn't end there. You need a broader risk-management strategy to help preserve the liability protections the LLC is intended to provide. Seeking legal guidance can help ensure your business structure and practices work in tandem to provide the protection you expect as your company grows.]]> On Behalf of Law Offices of Lawrence H. Jacobson A Professional Corporation <![CDATA[Modifying a business entity type when a pivot becomes necessary]]> https://www.lawrencejacobson.com/?p=48812 2026-07-01T03:08:55Z 2026-07-01T03:08:55Z Dissolution isn't necessary when making this change If a business is currently a sole proprietorship or formal partnership, dissolving the business and starting a new one isn't necessary when converting the business to a limited liability company (LLC) or another type of business. It is possible to keep the existing organization intact while changing its entity type. This process requires the submission of paperwork to the state and other regulatory authorities. The name of the business may need to change. Contracts with vendors, employees and landlords may require updates. The exact documents required depend in part on the nature of the business and the changes planned. It’s crucial to complete and submit the correct paperwork to change a company's entity type and to update existing contracts. Business leaders concerned about business formation, entity modification or even a prospective partnership buyout benefit from having experienced legal guidance to help ensure that they manage a complex process effectively. Working with the right business law attorney can help owners manage a complex and stressful process with minimal disruptions.]]> On Behalf of Law Offices of Lawrence H. Jacobson A Professional Corporation <![CDATA[How can you protect an heir who is not ready to inherit?]]> https://www.lawrencejacobson.com/?p=48810 2026-06-19T06:53:49Z 2026-06-19T06:53:49Z Legal tools for a structured inheritance When you want more say over how an heir receives their inheritance, a trust often serves as the central tool. Rather than leaving property outright through a will, you can place it in a trust that holds and manages those assets for the beneficiary. A revocable living trust is a common starting point, since it lets you direct what happens to your property after death without court-supervised probate. Within that framework, a beneficiary's share can stay in a continuing arrangement instead of passing in a single transfer. You can also include a spendthrift provision, which limits an heir's ability to pledge or assign trust assets before they are distributed. Under California law, property held this way stays beyond the reach of many creditors while it remains in the vehicle. Even so, that protection has limits, and certain claims such as child or spousal support can still reach those funds.

Tailored terms for changing circumstances

A trust does not have to follow a single template. You can set terms that reflect what a particular beneficiary needs and when that person may be ready for more responsibility. One approach spreads distributions over time, releasing portions at set ages or after milestones such as finishing school or holding a steady job. This lets a younger person grow into the role rather than face the full amount at once. Spreading the timing this way can also lower the chance that a single large payment is spent quickly or lost to a rushed decision. If an heir lives with a disability, a special needs trust can hold an inheritance without disqualifying that person from need-based public benefits such as Medi-Cal or Supplemental Security Income. This can pay for goods and services that improve daily life while preserving that eligibility.

Trustee selection for ongoing oversight

A trustee manages the assets, interprets your instructions and decides how discretion is used over many years. Some people name a trusted relative or friend, while others prefer a bank or a licensed professional fiduciary who handles these duties for a living. Whoever serves takes on fiduciary duties under California law, including a duty of loyalty and a duty to invest with reasonable care under the prudent investor standard. These obligations hold a trustee accountable for acting in the beneficiary's interest rather than their own. It can help to name a successor trustee in case your first choice is unable to serve, and some plans add a co-trustee or protector for another layer of oversight. Pairing a relative with a professional, for example, blends personal knowledge with administrative experience.]]> On Behalf of Law Offices of Lawrence H. Jacobson A Professional Corporation <![CDATA[Due diligence tips for multi-unit residential buyers]]> https://www.lawrencejacobson.com/?p=48807 2026-06-18T02:16:34Z 2026-06-18T02:16:34Z due diligence is essential to protecting your financial interests. Overlooking key details at this stage can turn a promising acquisition into an expensive mistake.

Validate income stability and rental documentation

Income figures are easy to inflate -- intentionally or not. Before you trust a single number, request actual leases for every unit, not just a summary spreadsheet. Compare lease terms against what the seller claims is being collected. Pay close attention to whether leases are month-to-month or fixed-term, and whether rents align with local market conditions and applicable rent control rules. Your projected returns should account for any rent stabilization rules that may impose limits on rent increases over time. You should also review vacancy patterns. Frequent turnover or long-term vacancies may signal deeper issues that are not immediately visible during showings.

Assess key legal and regulatory risks

Beyond the numbers, the legal and regulatory landscape surrounding the property demands careful attention. Title review, for example, should extend beyond ownership verification to include any liens, judgments, easements or recorded restrictions that may affect financing, usage rights or future marketability. Zoning and habitability compliance are equally crucial. A building that functions as a multi-unit building may legally be zoned for single-family use, exposing you to fines or forced conversion after closing. Confirm the permitted use directly with the municipality rather than relying on how the property is currently operating. Building and fire code compliance also matter. Multi-unit properties must meet requirements for fire separation, safe egress, smoke and carbon monoxide detection. Unresolved violations may translate into expensive retrofitting once you own the property.

Don’t leave anything to chance

Multi-unit acquisitions involve more moving legal parts than most buyers expect, and even minor oversights can have big consequences. Bringing in legal guidance before you close can help you better assess risk, anticipate any issues and protect the long-term value of your investment.  ]]> On Behalf of Law Offices of Lawrence H. Jacobson A Professional Corporation <![CDATA[Succession: It’s more than a television show]]> https://www.lawrencejacobson.com/?p=48805 2026-06-04T15:19:37Z 2026-06-04T15:19:37Z When many people hear the word “succession,” they immediately think of the popular television show about a wealthy family battling for control of a business empire. While the drama makes for entertaining television, real-life business succession involves far more practical concerns.  For business owners, succession planning is one of the most important steps in protecting the future of a company, employees and family members.

What is business succession planning?

Business succession refers to the process of planning for the transfer of ownership, leadership and management responsibilities when an owner retires, becomes disabled, passes away or otherwise leaves the business. Without a clear succession plan, even successful companies can face uncertainty, operational disruptions and internal conflict. Many owners spend decades building a business, but postpone discussions about what happens next. Some assume family members will naturally take over, while others expect a future sale to solve the issue. Unfortunately, failing to create a formal succession strategy often leads to confusion, disputes and financial losses when a leadership transition occurs. A succession plan typically addresses several important questions. Who will manage the business if the owner can no longer do so? Will ownership transfer to family members, key employees or outside buyers? How will the business be valued? What funding mechanisms will support ownership transitions? Addressing these issues in advance can help avoid costly disagreements later. Stable transitions often preserve business value and reassure stakeholders that operations will continue smoothly despite changes in leadership. An experienced business succession legal team can help owners identify goals, evaluate transition options and create documents that support long-term stability. Unlike television drama, effective succession planning is not about conflict or power struggles. It is about creating a thoughtful roadmap that protects the business, preserves relationships and helps ensure that years of hard work continue to benefit future generations.]]> On Behalf of Law Offices of Lawrence H. Jacobson A Professional Corporation <![CDATA[What does a change in state law mean for California trustees?]]> https://www.lawrencejacobson.com/?p=48801 2026-05-22T03:19:50Z 2026-05-22T03:19:50Z A change to California law that took effect with estates being administered in 2026 can make things a bit easier for trustees and beneficiaries – and bring California probate procedures regarding trusts more in line with the rest of the country. The amended law states that if a trust beneficiary is being “virtually represented” by another beneficiary in relatively simple trust proceedings, the person being represented doesn’t have to receive notice of proceedings as long as their representative does. This was not the case in the past.

How the scope of representation has expanded

The law states, “Unless otherwise represented, a minor, an incapacitated person, a person subsequently born, or a person whose identity or location is unknown and not reasonably ascertainable may be represented by and bound by another person having a substantially identical interest with respect to the particular question or dispute.”  This expands the scope of who can represent others. In the past, the relationship was limited to those already legally established, like parent-child and conservator-conservatee. The change helps streamline and simplify the process for providing notice of proceedings for relatively limited or uncomplicated matters. It also prevents the need to seek legal codification, like a guardian ad litem for minor children and others being represented. There are restrictions on who can represent another beneficiary. For example, the representative can’t have a conflict of interest with the person they’re representing.

Full notification may still be the safest way to proceed

Trustees and others helping to administer a trust can still provide full notification to all beneficiaries, regardless of their ability to participate in proceedings. This can help avoid unintended consequences, like someone having an undisclosed conflict of interest. Some wealth managers say that the change in the law was made in part to make California a more appealing state in which to set up a trust. States like Nevada, Delaware and even Tennessee currently offer a number of advantages that draw out-of-state wealth. As with any change in probate law, it’s worthwhile for personal representatives and other administrators to have sound legal guidance to help ensure that they understand how this modification affects them and the best course of action as they carry out their fiduciary duties.]]> On Behalf of Law Offices of Lawrence H. Jacobson A Professional Corporation <![CDATA[Get the business valuated when critical events occur]]> https://www.lawrencejacobson.com/?p=48798 2026-05-11T12:33:42Z 2026-05-11T12:33:42Z Significant life events can create sudden uncertainty for closely held businesses. When a partner experiences a divorce, death or other major transition, the value of the business often becomes a central question. A current and defensible valuation helps protect the company, the remaining partners and the partner’s family during these moments. A valuation provides a clear picture of the company’s financial health. In a divorce, courts may need to determine whether a partner’s ownership interest is marital property and how much that interest is worth. Without an updated valuation, the business may face disputes over income, assets or goodwill. A reliable valuation can help reduce conflict by offering an objective number supported by financial records and accepted valuation methods.

When a business partner dies

A business partner’s death can also trigger the need for a valuation. Many operating agreements include buy‑sell provisions that require the surviving partners to purchase the deceased partner’s interest. These agreements often rely on a predetermined valuation method or require a valuation at the time of the event. An accurate valuation ensures that the partner’s family receives a fair price while allowing the business to continue operating without disruption. Valuations are also important when partners retire, exit the business or transfer their ownership interests. Regular valuations help businesses plan for taxes, succession and long‑term growth. They also help partners understand the financial impact of major decisions before they occur. Because valuations rely on financial statements, market conditions and industry data, they should be updated periodically. Business owners benefit from routine valuations because they provide clarity during unexpected events and support smoother transitions when ownership changes.]]> On Behalf of Law Offices of Lawrence H. Jacobson A Professional Corporation <![CDATA[When your best successor may not be a family heir]]> https://www.lawrencejacobson.com/?p=48796 2026-04-28T14:00:38Z 2026-04-28T14:00:38Z Why family may not always be the best management choice Keeping the business in the family can feel important. At the same time, leadership requires skills and commitment that not every family member brings. Some heirs have no interest in daily operations. Others want the role but lack experience managing people, handling risk or maintaining key relationships. When you evaluate a potential successor, you may want to consider whether that person:
  • Has led teams within the business
  • Exercises sound financial judgment
  • Maintains strong client and vendor relationships
  • Understands operations and risk exposure
  • Demonstrates consistent accountability
Selecting a successor based only on family ties can place pressure on both the business and your relationships.

Considering a current employee

A trusted employee often brings practical value that is difficult to replace. This person may already understand your operations and how your team works together. They may have earned trust over time by handling pressure, making sound decisions and keeping the business running during demanding periods. That experience can support a more stable transition. Clients often prefer continuity, and employees respond well to leadership they already respect. You do not need to choose between family and business interests. You can separate ownership from management, which allows your family to retain financial benefits while a capable leader handles daily operations.

Family ownership and legal structure

Your family can retain ownership while a qualified employee manages daily operations. This approach preserves wealth and continuity without placing a relative in a role they are not prepared to handle. To support this structure, your plan should rely on clear legal documents that define roles and set expectations, including provisions that:
  • Define how ownership interests will transfer over time
  • Establish who will control major decisions
  • Set compensation and incentive structures
  • Protect the interests of family members
  • Clarify how disputes will be resolved
These measures create structure, reduce the risk of conflict and help the transition proceed as intended.

Protecting your legacy and your business

There is no single model for succession. The right choice depends on your goals, your family and your business. In some cases, a family member will lead. In others, a trusted employee will take that role while your family retains ownership. What matters is choosing someone who can sustain the business and protect what you have built.  ]]> On Behalf of Law Offices of Lawrence H. Jacobson A Professional Corporation <![CDATA[Avoiding business disputes with a proper buy-sell agreement]]> https://www.lawrencejacobson.com/?p=48794 2026-04-23T02:34:39Z 2026-04-23T02:34:39Z A buy-sell agreement is essentially a business’s exit and continuity plan. It sets the rules in advance for what happens when an owner leaves, retires, becomes disabled, passes away or simply wants to sell their share. Instead of scrambling during a crisis, you already have a legally binding roadmap in place. This legal document is often what keeps companies from falling apart during transitions.

Key provisions that prevent conflict

The strength of a buy-sell agreement lies in its details. Some crucial provisions that you should get right include:
  • Valuation method: Clearly define how the business will be priced when the time comes, so no one argues over fair value.
  • Trigger events: Outline exactly what situations activate a buyout, such as death, divorce, retirement or bankruptcy.
  • Funding mechanisms: Explain how the purchase will be paid for, often through insurance or structured payments.
When the agreement terms are precise and unambiguous, there’s far less room for disagreements or unnecessary legal disputes down the road.

Don’t wait for a crisis to get organized

Too many business owners wait until conflict shows up before thinking about structure. By that time, your options are often limited, emotions are running high and decisions that should be strategic start to become reactive. The fallout can be costly, both financially and operationally. Experienced guidance can be essential in establishing clear legal frameworks to protect your business during uncertain times and reduce the risk of disputes that strain valuable relationships.]]>