Berliner Cohen prides itself for being a full-service law firm to business clients whose legal needs often have ramifications in multiple areas of law. At the heart of our ability to act as a de facto “legal department” for corporate clients as well as LLCs, partnerships and other types of business entities is our corporate practice. Given that such business entities, like individuals, encounter a broad array of legal issues, our corporate attorneys work closely with Berliner Cohen’s tax, real estate, litigation and estate planning departments to meet all of our clients’ business needs.

Entity Formation and Maintenance
Berliner Cohen’s corporate attorneys assist clients with the formation of corporations, LLCs, general and limited partnerships, nonprofit organizations, professional corporations, joint ventures and other types of business entities. In addition to forming the entity, Berliner Cohen can help with related filings, permits, licenses and other organizational issues. Post-formation, Berliner Cohen assists with preparing and updating minutes of board of directors and shareholder meetings, LLC and partnership agreements and amendments, and other documentation and filings relating to entity records maintenance. Our corporate attorneys work closely with our tax group as optimal tax treatment is a primary focus in every transaction. Finally, Berliner Cohen dissolves all types of business entities whose usefulness is at an end.

Mergers & Acquisitions
Our corporate attorneys advise corporations and other entities with respect to mergers, acquisitions, consolidations and other types of business entity reorganizations. Whether our client is a “surviving” or “disappearing” entity in the transaction, Berliner Cohen can assist with negotiating and drafting the definitive transaction documents and with all of our client’s other legal needs during the due diligence, closing and post-closing phases. Finally, no matter how the reorganization is structured, our corporate attorneys work closely with our tax group regarding the tax implications of the transaction.

In addition to performing services for established, time-honored Silicon Valley businesses, families and individuals, Berliner Cohen advises early-stage, start-up companies through the process of formation, raising capital and virtually all of the young entity’s other corporate needs, including authorizing multiple classes of stock or other securities, private offerings, preparing private placement memorandums, term sheets and other offering documents, and preparing and administering stock option plans and other forms of executive and/or incentive equity compensation. As a full-service law firm, Berliner Cohen is well equipped to handle the entity’s changing needs as it evolves from a start-up to a recognized commercial enterprise.

Contracts and Transactions
Our corporate attorneys assist clients with drafting, reviewing and negotiating all types of contracts and business transactions, including stock and asset purchase agreements, purchase and sale of products and services, licensing agreements, employment agreements, executive compensation and equity arrangements, buy-sell agreements, stock option plans, loan agreements and other debt and security instruments.

Real Estate Entities
Berliner Cohen’s corporate attorneys create numerous LLCs, limited partnerships and other “pass-thru” entities, as well as tenancies in common, to hold real estate for our corporate, real estate and estate planning clients. Our corporate attorneys work closely with our tax and real estate attorneys in connection with coordinating and closing real estate purchase and sale, financing, refinancing and 1031-exchange transactions, which often involve multiple areas of law and require an attorney with a general business background to manage the deal. Additionally, our corporate attorneys assist many clients with private placements for real estate investment offerings.

Intellectual Property
Berliner Cohen advises clients with respect to negotiating and preparing licensing agreements, OEM agreements, distribution agreements, nondisclosure and invention assignment agreements and other IP instruments. Berliner Cohen also advises many early-stage, start-up companies in connection with capitalizing the company with IP and other intangibles and drafting appropriate software assignments and other instruments of IP transfer. Additionally, Berliner Cohen assists clients with copyright, trademark and trade name applications, transferring and maintaining existing patents and other USPTO-related legal needs.

The foregoing list is far from exhaustive. For more information, please contact Mike Violanti at
Merced and Modesto: please contact Kevin Kelley,