Entrepreneurs & Corporations
Legal expertise to businesses in all stages.
Formation and corporate counsel for San Diego founders
Our deep understanding of different industries and emerging markets is reflected in the innovative and customizable models we have developed to deliver services that meet the needs of our clients at each stage of growth. Rainey Law P.C. provides in-house counsel and/or litigation representation to various businesses, including start-ups, moderately sized, and publicly traded corporations/companies.
Corporate Transactions.
Our extensive experience in all types of industries, including industry-specific related legal concerns, allows us to provide innovative legal expertise to businesses in all stages of their development. Accordingly, we understand how to get deals done quickly and efficiently. We handle the following types of transactions:
- Mergers & acquisitions
- Licensing and other technology transactions
- Strategic alliances, joint ventures and other partnering transactions
- Debt/loan transactions
- Contract drafting, negotiating, and/or editing
- Restructurings and recapitalizations
- Leveraged buy-outs
- Sales of businesses
General Corporate Matters.
Many clients retain us to act as their “outsourced in-house counsel.” This arrangement has three principal benefits: (i) we develop an in-depth familiarity with our client’s business, culture, and legal needs; (ii) we maintain a long-term relationship, which facilitates efficiency of service; and (iii) we become an integral part of our client’s management team. The specific general corporate services we provide include:
- Counseling, compliance, and risk management
- Commercial contracts, including service, license, franchise, partner, vendor, supplier, and reseller agreements to name a few.
- Corporate governance, including board of directors matters and stockholders' voting agreements.
- Formation of corporations, LLC’s, and other entities, including the preparation of related documentation
- Restricted Stock Purchase Agreements and other founder agreements
- IP agreements, including IP assignment agreements, licensing agreements, confidential information, and inventions assignment agreements, and terms of service/use and privacy policy
- Employment and consulting agreements
- Stock option plans and related documentation
- Structuring of equity ownership, including vesting issues
- Trademark advice and registration
When to call a lawyer
If any of these describe your situation, an early conversation is usually cheaper than the alternative.
- You are forming an entity or adding a co-founder
- You are issuing equity, options, or signing a SAFE
- Your cap table lives in a spreadsheet nobody has reconciled
- You are raising a priced round and diligence is coming
- Founders are leaving and vesting terms were never papered
Building companies in San Diego
San Diego's founder community clusters around Sorrento Valley, UTC, Carlsbad, and the incubator and accelerator programs tied to UC San Diego and the regional life sciences base. The formation questions that follow are consistent: Delaware or California entity, how to paper founder vesting, and how to keep the cap table clean before a first priced round.
Local mechanics matter too. California entities file a Statement of Information with the Secretary of State, pay the annual franchise tax, and register for a City of San Diego business tax certificate where operations sit inside city limits. We handle the sequence so the corporate record is clean when diligence arrives.
- Delaware and California entity formation for San Diego founders
- Founder, vesting, and IP assignment agreements
- SAFEs, convertible notes, and seed financing documents
- Board governance, bylaws, and stockholder records
San Diego questions we hear most
- Should a San Diego startup incorporate in Delaware or California?
- Companies planning institutional venture funding usually incorporate in Delaware and register to do business in California. Companies raising locally or bootstrapping frequently do better as a California entity, avoiding two sets of fees.
- Do I need a City of San Diego business tax certificate?
- If you operate within city limits, yes — and separate cities such as Poway, Carlsbad, and Escondido have their own registrations.
Serving Rancho Bernardo, Carmel Valley, Sorrento Valley, Del Mar, Poway, Escondido, Carlsbad, Encinitas, and communities throughout San Diego County from our office at 16870 West Bernardo Drive, Suite 400, San Diego, CA 92127.
Related reading
Plain-English guides from our Insights library on the issues that come up most in these matters.
- Seven Contract Clauses That Cause Most Business DisputesCommercial disputes rarely turn on the parts of the contract people negotiate hardest. They turn on seven clauses most companies skim.
- Independent Contractor or Employee? The California ABC TestProng B of the ABC test defeats most classifications quietly: if the contractor does what your business does, the label on the invoice does not matter.
- Protecting Trade Secrets in California Without a Non-CompeteWithout non-competes, California companies protect information rather than people. That takes NDAs that survive scrutiny, access controls, and a documented offboarding process.
Where we serve
Entrepreneurs & Corporations counsel for businesses and employees throughout San Diego County.
We fight for you.
Schedule a confidential consultation to discuss your business or employment matter.