Business Attorney Serving Carmel, Monterey, and Salinas
Kogan Counsel APC is a business law practice in Carmel, California. We advise owner-operated companies across Monterey County on the work that actually decides whether a business keeps its money: the contracts it signs, the people it employs, the disputes it cannot avoid, and the plan that carries the company to the next generation.
Decades of California trial and transactional experience. Direct access to the attorney handling your matter, not an intake queue.
Legal Services Built Around How Small Businesses Actually Operate
Most small business legal problems are not exotic. They are a handshake that was never written down, an employee handbook that was downloaded in 2019, a lease that renewed on terms nobody read, a partner who wants out, or a demand letter that arrived on a Friday afternoon. Each one is survivable when it is addressed early and expensive when it is not.
We work the way a general counsel works, with an eye on cost. Every engagement starts with the same two questions: what is the realistic exposure, and what is the cheapest honest path through it. Sometimes the answer is a two-page amendment. Sometimes it is a lawsuit. We will tell you which one you are looking at before you spend money finding out.
Business Transactions and Corporate Counsel
Strong companies are built on documents that anticipate the disagreement before it happens. Our transactional practice helps California business owners form the right entity, paper the relationships that matter, and calibrate the balance between risk and transactional reward that suits their appetite, not ours.
Entity Formation and Governance
- California LLC, S corporation, C corporation, and professional corporation formation
- Operating agreements and bylaws drafted for the specific business, not filled in from a template
- Partnership and shareholder agreements: capital, distributions, and voting
- Buy-sell agreements that fix the price and process before anyone is angry
- Annual minutes, written consents, and the housekeeping that preserves the liability shield
- Entity conversions, Secretary of State reinstatements, and cleanup of neglected records
- Statement of Information and Franchise Tax Board compliance questions
- Dissolution and winding up when it is time to close cleanly
Contracts and Commercial Agreements
- Master service agreements, statements of work, and independent contractor agreements
- Vendor, supplier, distribution, and reseller contracts
- Purchase orders, terms and conditions, and website terms of use
- Nondisclosure and confidentiality agreements
- Licensing agreements and trademark and trade name usage terms
- Commission, referral, and revenue share agreements
- Personal guaranties, promissory notes, and security agreements
- Contract review and redline for agreements the other side drafted
Buying and Selling a Business
- Asset purchase and stock or membership interest purchase agreements
- Letters of intent and term sheets that do not accidentally bind you
- Due diligence on contracts, leases, licenses, and employment exposure
- Escrow instructions, bulk sale notices, and closing mechanics
- Seller financing, earnouts, and holdback structures
- Transition services and noncompetition terms permissible under California law
- Membership interest transfers, redemptions, and partner buyouts
Commercial Real Estate and Leasing
- Commercial lease negotiation and review for tenants and landlords
- Assignments, subleases, estoppel certificates, and SNDAs
- Purchase and sale agreements, escrow, and title review
- Easements, boundary questions, access rights, and CC&R interpretation
- Deeds, transfers among entities and family members, and Proposition 19 questions
- Construction contracts, change orders, mechanics liens, and stop notices
Employment Counsel and Wage and Hour Defense
California is the most demanding employment jurisdiction in the country, and the exposure rarely comes from bad intentions. It comes from a payroll practice that seemed reasonable, repeated across every pay period and every employee. We defend California employers when that arithmetic turns into a demand, and we fix the underlying practice so it does not happen twice.
Wage and Hour Defense
- Meal and rest break claims, premium pay exposure, and record-keeping presumptions
- PAGA notices, including the 33-day cure window available to smaller employers
- Class and representative action defense and early exposure modeling
- Labor Commissioner (DLSE) claims and Berman hearings
- Overtime, regular rate of pay, and off-the-clock allegations
- Wage statement (Labor Code section 226) and waiting time penalty claims
- Independent contractor classification under the ABC test and exempt classification audits
- Tip pooling, service charges, split shift, and reporting time pay
Day-to-Day Employment Counsel
- Employee handbooks, arbitration agreements, and onboarding packets
- Offer letters, employment agreements, and invention assignment terms
- Meal and rest period policies and acknowledgements employees actually sign
- Timekeeping and payroll practice review before a claim arrives
- CFRA, paid sick leave, pregnancy disability, and reasonable accommodation
- Workplace investigations into harassment, discrimination, and retaliation complaints
- Performance management, discipline documentation, and lawful termination procedure
- Reductions in force, final pay timing, and separation and severance agreements
Claim and Agency Defense
- Civil Rights Department (formerly DFEH) and EEOC charge response and position statements
- Wrongful termination, harassment, discrimination, and retaliation defense
- Trade secret, solicitation, and departing employee disputes
- Unemployment insurance appeals and EDD audits
- Cal/OSHA citations and workplace safety inquiries
Restaurant, hospitality, and agricultural employers face the highest volume of meal and rest period claims in California. See our California wage and hour defense page for what the law requires, what changed in 2024, and a free meal and rest period acknowledgement form you can put in use this week.
Dispute Resolution and Risk Management
Most business disputes should not become lawsuits, and the ones that must should get there deliberately. We help clients confront budding business risks and structure conflict solutions that get them back to running the business, usually faster and for a fraction of what a filed case costs.
Before Anything Is Filed
- Demand letters that state a real position and a real number
- Response to demand letters, cease and desist letters, and preservation notices
- Early case and exposure assessment, with a written range rather than a shrug
- Settlement agreements, mutual releases, and confidentiality terms
- Payment plans, forbearance, and workout terms with vendors and lenders
- Mediation preparation and representation
- Contractual arbitration, including AAA and JAMS proceedings
- Insurance tender and coverage review, so the carrier funds the defense before you do
Partnership and Family Business Conflict
- Deadlock between fifty-fifty owners
- Involuntary dissolution and the statutory buyout alternative
- Breach of fiduciary duty, self-dealing, and books and records demands
- Valuation disputes and appraisal mechanics
- Negotiated separations that keep the business operating during the fight
Collections and Creditor Remedies
- Collection of accounts receivable, judgments, and personal guaranties
- Prejudgment writs of attachment
- Judgment enforcement: examinations, liens, levies, and abstracts of judgment
- Defense of collection actions and improper credit reporting
Commercial Litigation and Trial
When our clients’ hands are forced, we bring decades of commercial litigation practice before California state and federal courts to bear on the issue. We prepare every case as though it will be tried, because that is what creates leverage, and we keep the focus on timely resolution rather than a war of attrition billed by the hour.
Matters We Handle
- Breach of contract and business tort claims
- Fraud, misrepresentation, and concealment
- Breach of fiduciary duty and corporate governance litigation
- Partnership, LLC, and closely held corporation disputes, including dissolution actions
- Real property litigation: quiet title, partition, easements, boundaries, and specific performance
- Landlord and tenant disputes, including commercial unlawful detainer
- Unfair competition and Business and Professions Code section 17200 claims
- Trade secret misappropriation and unfair solicitation
- Construction defect and payment disputes
- Settlement enforcement under Code of Civil Procedure section 664.6
- Petitions to compel arbitration and to confirm or vacate awards
- Appeals and writ practice arising from business matters
How We Run a Case
- A written budget and a candid probability assessment at the outset
- Early dispositive motions where they can end or narrow the case
- Provisional remedies: temporary restraining orders, preliminary injunctions, receiverships, and lis pendens
- Discovery proportionate to the amount actually in dispute
- Mediation timed for when it will work, not when the court orders it
- Trial when trial is the better answer
Estate Planning, Trusts, and Business Succession
For most business owners the company is the estate. A plan that treats the two separately tends to fail at the worst possible moment. We prepare estate plans that account for the operating business, and we administer trusts and estates when the plan is called on.
Estate Planning
- Revocable living trusts, pour-over wills, and trust funding that is actually completed
- Amendments and restatements of existing trusts, including plans drafted decades ago
- Durable powers of attorney and advance health care directives
- Deeds transferring real property into trust and Proposition 19 parent-child exclusion planning
- Beneficiary designations coordinated with the plan rather than fighting it
- Special needs and spendthrift provisions
- Planning for blended families, unmarried partners, and out-of-state property
Business Succession
- Succession plans that name a successor and fund the transition
- Buy-sell agreements triggered by death, disability, retirement, or divorce
- Transfers of ownership to children, employees, or co-owners
- Coordination among the trust, the operating agreement, and key person insurance
- Valuation and equalization when one child runs the business and the others do not
Trust and Estate Administration
- Trustee representation from acceptance through final distribution
- Successor trustee duties, Probate Code section 16061.7 notices, and accountings
- Beneficiary communications and disputed distributions
- Probate administration and Heggstad petitions for assets left outside the trust
- Trust and estate litigation: contests, undue influence, capacity, and trustee removal
- Small estate procedures where full probate is unnecessary
Outside General Counsel for Growing Companies
Not every business needs a full-time lawyer, and very few can afford one. Many of our clients engage us on a recurring basis for the ordinary questions that come up weekly: whether to sign the contract in front of them, how to handle an employee who is not working out, whether the letter that just arrived is serious.
Predictable access, predictable cost, and a lawyer who already knows the business when something urgent happens. Ask about a flat monthly arrangement at your consultation.
Industries We Serve on the Central Coast
Restaurants, hospitality, and food service
Agriculture and ranching
Construction and specialty trades
Real estate investment and property management
Retail and consumer services
Professional and licensed practices
Tourism, charter, and marine operators
Wineries and specialty food producers
Frequently Asked Questions
It depends on the work. Formation documents, contract review, and estate plans are frequently handled on a flat fee, so you know the number before we start. Litigation and employment defense are ordinarily hourly, and we provide a written budget and an assessment of likely outcomes at the outset. Some clients prefer a flat monthly general counsel arrangement. We will discuss the structure at the first meeting rather than after the bill arrives.
No, and the filing itself is straightforward. The document that matters is the operating agreement, which decides what happens when an owner wants out, dies, divorces, stops contributing, or disagrees about money. That is the document online services either omit or fill in generically, and it is the one clients wish they had when a dispute begins.
Not long, and the calendar matters more than almost anything else. Employers with fewer than 100 employees may submit a confidential proposal to cure to the Labor and Workforce Development Agency within 33 days of the notice, and the reforms effective in 2024 cap penalties for employers that took reasonable compliance steps before the notice, with a larger cap available for steps taken within 60 days after. Those windows close quickly. Call before you respond to the claimant’s lawyer.
California employment is presumptively at will, which means either side may end the relationship. That is not the practical question. The practical question is whether the termination will look retaliatory or discriminatory in hindsight, whether final pay is delivered on time, and whether the file supports the reason you will eventually have to give. A short call before the termination is far less expensive than defending it afterward.
Ordinarily some combination of four: enforce the buy-sell terms already in your agreement, negotiate a buyout that is not in the agreement, petition for involuntary dissolution (which the other owner may defeat by purchasing your interest at appraised value), or continue in deadlock while the value of the business erodes. The first two are almost always cheaper. Which is realistic depends on what your operating agreement says, so bring it.
If you own California real property or the business itself carries meaningful value, a trust ordinarily avoids probate, which in California is public, slow, and priced by statute against the gross value of the estate. The more important question for an owner is succession: who runs the company on the day you cannot, and who has authority to sign. A trust without that answer is only half a plan.
We offer an initial consultation to evaluate the matter, determine whether we are the right fit, and outline the likely cost and path. Call (831) 317-1000 or use the contact form and we will get you scheduled.
Serving Businesses Throughout Monterey County and the Central Coast
From our office at 316 Mid Valley Center in Carmel, we represent clients in Carmel, Carmel Valley, Monterey, Pacific Grove, Pebble Beach, Seaside, Marina, Salinas, Castroville, Gonzales, Soledad, King City, and throughout Monterey, Santa Cruz, San Benito, and San Luis Obispo Counties. We appear in Monterey County Superior Court and in state and federal courts across California.
Contact us today to discuss how we can support your business.
Tell us what you are dealing with. If it is something we should not take, we will say so and point you somewhere useful.