Overview
The firm serves as general outside counsel to California small and mid-sized businesses and as
project counsel for targeted engagements. Our business practice focuses on entity formation
and governance, owner agreements, contracts, employment policy, commercial real property,
and dispute resolution, with a consistent emphasis on practical, cost-aware advice.
Who We Represent
Clients include founders, single-member and multi-member LLCs, closely held corporations,
professional corporations, partnerships, and family-owned enterprises. The firm works
particularly well with owner-operators who do not have in-house counsel and require reliable
external support that understands their operational realities.
Services We Provide
Services include entity selection and formation; preparation of operating agreements, bylaws,
shareholder agreements, and partnership agreements; preparation of buy-sell agreements;
corporate governance (minutes, resolutions, annual filings with the California Secretary of
State); commercial contract and lease work; employment handbooks and independent
contractor agreements compliant with Labor Code section 2775 and the ABC test under
Dynamex; and dispute resolution through negotiation, mediation, arbitration, and litigation.
The firm also represents business owners in partnership and member disputes, minority-owner
protection matters, accounting and derivative claims, claims for breach of fiduciary duty under
Corporations Code section 17704.09 and 309, and business dissolutions.
Our Approach
The firm treats business clients as long-term partners. Engagements begin with a review of
current structure and documents, identification of the highest-risk gaps, and a prioritized work
plan scoped to the client's budget. Recurring needs are often handled on a monthly flat-fee or
prepaid-hours arrangement so that owners can seek counsel without hesitating over each
hourly increment.
Frequently Asked Questions
Should I form an LLC or a corporation?
Entity selection depends on tax treatment, ownership structure, capital needs, and anticipated
operations. The firm walks clients through the trade-offs and coordinates with the client's tax
professional before filing.
Do I really need an operating agreement if I am the sole owner?
Yes. A written operating agreement supports the separation between the owner and the entity,
which is essential to preserving limited liability protection. California law presumes default
Revised Uniform Limited Liability Company Act provisions apply where the members have not
agreed otherwise.
Can you represent both partners in a dispute?
Generally no. Dual representation of adverse parties is prohibited under the California Rules of
Professional Conduct, rule 1.7. The firm will represent one party and will direct the other to seek
independent counsel.
Do you handle employment matters for employers?
The firm primarily represents employees in wrongful termination matters, but it does provide
policy, handbook, and compliance support to existing business clients where no conflict exists.
For business formation, governance, contracting, or owner dispute matters, contact The Law Offices of Robert Warwick to schedule a consultation and receive a scoped proposal.