business law
O’RYAN LAW SPECIALIZES IN representing businesses and ADVISING ON THE LEGAL ISSUES that arise when OPENING, OWNING AND OPERATING A BUSINESS
Businesses in the United States face a range of legal issues and obstacles. As a business law attorney with over 20 years’ experience and a business owner himself, Tim knows how to navigate the legal challenges faced by businesses in America.
Tim can advise you on all legal aspects of opening, owning and operating a business. The business law areas Tim has extensive experience in and can guide your business through include:
Leases and Purchases; and
In addition, O’Ryan Law offers a General Counsel Services retainer agreement, whereby O’Ryan Law acts as your business’s external General Counsel and provides unlimited legal representation and advice in each of these areas - plus a range of additional legal services - on a day-to-day basis for a flat monthly rate.
Read more about O’Ryan Law’s expertise and experience in each of these areas below.
BUSINESS FORMATION
Abraham Lincoln once said “Give me six hours to chop down a tree and I will spend the first four sharpening the axe.” To set your business up for long term success, your business must have a solid legal foundation established from Day One. This means selecting the most beneficial corporate structure, having airtight contracts in place with your partners, employees and third-parties, holding all licenses applicable to your industry, and registering your trademarks and other intellectual property, among a multitude of other considerations.
O’Ryan Law is your “one-stop-shop” for setting up your new business. As a specialist business law attorney and business owner himself, Tim knows first-hand the process for establishing your new business so it has the most beneficial corporate structure, is compliant with all relevant regulations, and is protected from legal risks arising in the future. Tim has set up businesses in a range of industries including hospitality and food service, alcohol distribution, gyms, retail clothing, and media production. Tim knows the specific steps required for establishing businesses in a range of industries and the legal issues owners need to be aware of.
Tim will analyze your business idea, industry, product or service, target market and goals, and then guide you through the entire process of establishing your business in the United States, including:
advising on the most beneficial corporate structure (i.e., Sole Proprietorship, Partnership, Limited Liability Corporation (LLC), C Corp, S Corp, etc.);
registering your company in the applicable states of incorporation (whether it be Delaware, California, or elsewhere);
drafting the foundational documents and contracts (i.e., Operating Agreements, Articles of Incorporation, Shareholder Agreements, Partnership Agreements, By Laws, etc.);
applying for the necessary licenses and permits and other regulatory compliance relevant to your particular industry and registering with local, state and federal agencies (see Licensing and Regulatory Compliance section below);
registering your trademarks and other intellectual property (see Intellectual Property section below);
establishing your business’s physical premises (such as office space, production studios, manufacturing facilities, retail stores, and warehouses) by advising on leases and purchase agreements (see Leases and Purchases section below);
assisting with capital raising; and
drafting your business’s internal policies and procedures as applicable.
Tim also has an extensive network of other professionals – including accountants, specialist immigration attorneys, mortgage brokers, real estate agents, financial advisors, and various suppliers and distributors – that your business may need when getting established.
If you are starting a new business, it is imperative it is built on a solid foundation. Contacting O’Ryan Law to guide you through the process of setting up your new business is the first step.
contracts
Contracts are the backbone of any business. Tim will review, negotiate, draft and advise on all types of commercial contracts fundamental to your business, including vendor contracts with suppliers, employment contracts (see Employment section below), leases and purchase agreements (see Leases and Purchases section below), licensing agreements (see Intellectual Property section below), business foundation contracts such as Operating Agreements, Shareholder Agreements and Partnership Agreements, Confidentiality and Non-Disclosure Agreements (“NDAs”), Letters of Intent and Memorandum of Understanding, and all other contracts necessary for running a business.
Tim will also talk you through the important legal issues that are critical to be aware of and understand when negotiating, drafting and entering into commercial contracts, including in relation to indemnity and liability, duress and undue influence, fraud and misrepresentation, waiver of litigation rights and arbitration, illegality, failure of consideration, ambiguity, breach, and termination.
Furthermore, Tim will represent your business in negotiating your contracts with other parties to ensure you get the most favorable terms and no important points are missed. If there is ultimately a dispute over the contract, Tim will represent your business to ensure the other party complies or defend you if you are accused of breaching the contract (see Disputes and Litigation below).
DISPUTES AND LITIGATION
Disputes in the course of business are inevitable. And litigation can make-or-break your business. Enforcing your rights and responding quickly and strongly to threats of litigation with expert legal representation is essential.
Tim has over 20 years’ litigation experience at Big Law firms in both Australia and the United States, and has represented clients in litigated contractual disputes, intellectual property disputes, partnership and shareholder litigation, employment disputes, disputed insurance claims and bad faith litigation, and tort litigation. Tim has appeared in state and federal courts in Australia and the United States, and has represented clients in arbitrations with JAMS and the American Arbitration Association. Tim is well respected by his professional colleagues and has a track record of success in court.
Some of Tim’s recent notable cases include:
winning an arbitration with JAMS and recovering legal costs for a restaurant owner against an employee alleging wrongful termination and breach of wage payment laws;
negotiating the settlement of a claim for breach of contract by a liquor distributor against Tim’s liquor company client for approximately five percent of the total amount claimed; and
successfully arguing for a Motion to Dismiss in California Superior Court regarding a claim against a podcast owner by a record company alleging breach of copyright laws.
Tim will evaluate your case and the strength of your claims and defenses, and advise you of your prospects of success, the risks of litigation, the likely costs, and strategy for resolving the dispute. Tim will then represent your business through all stages of litigation including the initial investigation and information gathering, drafting and responding to letters of demand, preparing pleadings and commencing or defending the lawsuit, undertaking discovery and depositions, negotiating settlements, appearing at pre-trial motions, mediations, arbitrations and trial, and enforcing judgments and costs orders.
Tim takes a tough but pragmatic and common-sense approach to litigation. Tim will manage your disputes aggressively, efficiently and cost-effectively, so you can focus on your business with confidence that your company is protected and its rights enforced.
EMPLOYMENT
One of the most legally fraught areas for businesses is employment. In California, two of the five most common types of lawsuits – discrimination claims and wage payment disputes – are claims by employees against their employers. Employment is a legal minefield for businesses.
Furthermore, in 2024 and 2025 California passed a range of new employment laws, including the Freelance Worker Protection Act (setting new requirements for hiring freelance workers) and the Equal Pay and Anti-Retaliation Act (regarding protections for employees who disclose violations of the law by their employers). The raft of new employment laws in California impose strict requirements on employers and expose employers to significant legal liability.
For this reason, having expert legal advice and getting in front of potential lawsuits and regulatory investigations by having expertly drafted employment contracts and policies and procedures in place is crucial before your business starts hiring employees and engaging contractors. And having experienced legal representation who understands employment law issues when employment-related claims inevitably arise is essential.
The employment law issues Tim will advise your business on include:
drafting and enforcing employment agreements;
the various legal issues around employees versus independent contractors;
harassment and discrimination claims;
wrongful termination claims (including involving allegations of retaliation, discrimination, breach of employment contracts, and other violations of state and federal employment laws);
unpaid wages claims;
workplace safety issues including claims by injured employees;
responding to complaints made by employees to the California Department of Industrial Relations and investigations by regulatory authorities including the California Labor Commissioner’s Office; and
drafting internal policies and procedures (including in relation to onboarding new staff, workplace behavior, hiring-and-firing procedures, staff training, etc.) to prevent employment law issues from arising and protect your business when they do.
INTELLECTUAL PROPERTY
The Nike Swoosh, the Mac Apple, the McDonalds Golden Arches – a business’s trademark is its most recognizable feature. And your ideas – in the form of patents and copyrights – are your business’s most valuable assets. Your intellectual property is the heart-and-soul of your business. For this reason, protecting your business’s intellectual property is paramount.
Tim will register your trademarks and other intellectual property with the United States Patent and Trademark Office (“USPTO”) and other international intellectual property offices, advise on and draft licensing agreements for the use of intellectual property, represent you in disputes with other parties over their unlawful use of your intellectual property (and vice versa), and manage your intellectual property portfolio (including liaising with the relevant national intellectual property offices, overseeing the annual renewals of intellectual property registrations, and monitoring and challenging the registration of infringing trademarks and other intellectual property by other parties).
Some examples of Tim’s notable intellectual property work include:
acting for an international medical equipment manufacturer registering the patent for their medical device with the USPTO and other foreign intellectual property offices;
representing a prominent clothing label in a claim against a competitor clothing brand who produced counterfeit clothing copying their designs;
advising a podcaster and their production company after the podcaster was sued for using samples of songs without the consent of the respective record labels; and
representing an alcoholic beverage company in negotiations with a prominent American celebrity to obtain a license to use that celebrity’s likeness to promote the company’s product.
Your intellectual property – including your trademarks, copyright, patents, domain names, and social media presence – is your business’s identity and often its most valuable asset. Tim understands the importance of your intellectual property to your business and how to protect it.
LEASES AND PURCHASES
Among the myriad of contracts a business will enter into, some of the biggest and most expensive will be the leases of the business’s premises (whether it be an office, retail store, warehouse, restaurant, or anywhere else the business will take place) and the purchase agreements of significant assets (including real estate, another business, equipment, and other major assets). Therefore, it is extremely important businesses have experienced legal counsel to draft, advise on, and negotiate their commercial leases and purchase agreements.
Commercial leases and purchase agreements have unique legal issues that require specialist legal advice. The issues that arise with commercial leases and purchase agreements that Tim will advise your business on include:
undertaking due diligence on other businesses and major assets being purchased and negotiating and drafting the purchase agreement;
representing your business in disputes with landlords and tenants;
defending your business against unlawful detainer actions (i.e., evictions) and enforcing commercial lease terms against landlords and tenants;
negotiating favorable terms on your behalf with landlords and vendors;
advising on specific laws that govern leases including the Tenant Protection Act and the Health and Safety Code; and
advising on capital raising for significant purchases.
LICENSING AND REGULATORY COMPLIANCE
The United States – and California in particular – is a highly regulated business environment. Businesses must comply with a complex framework of regulations that govern all aspects of their operations, including labor and employment, health and safety, privacy and data security, and international trade. Failing to comply with local, state and federal regulations can result in substantial fines, company deregistration, personal liability of owners and management, and other penalties. Navigating the multitude of regulatory requirements requires experienced and knowledgeable legal counsel.
The licensing and regulatory compliance issues Tim will guide your business through include:
advising on which industry-specific local, state and federal regulations apply to your business and how to comply with them, including city ordinances, zoning, building safety codes, environmental protections, sanitation and health standards, labor and employment rules including regarding employing immigrants and paying fair wages, international trade regulations, privacy and data security requirements, and other business regulations;
applying for licenses such as Alcohol Beverage Control licenses (i.e., a “liquor license”), Department of Cannabis Control licenses, California Seller’s Permits (required for wholesalers and retailers), and local and state General Business licenses;
disputing fines and penalties imposed on your business by regulatory authorities and representing your business in investigations and enforcement actions;
drafting internal policies and procedures for your business to ensure staff and management comply with your business’s ongoing compliance obligations and protect the business from legal liability (for example, drafting your business’s Workplace Health and Safety Policy to ensure compliance with the Federal Occupational Safety and Health Administration requirements, or drafting the checklist management must complete when hiring new staff to ensure they do not inadvertently breach the requirements of the U.S. Equal Employment Opportunity Commission);
corporate compliance specifically for public companies, including advising on issues such as fiduciary duties, corporate governance best practices, the Sarbanes-Oxley Act (regarding financial record keeping and reporting), the Dodd-Frank Act (regarding prohibited investments, credit ratings, and compliance with the independent financial regulator), data privacy, and antitrust laws; and
providing regular ongoing updates on changes to the regulations that apply to your business to ensure your business is always aware of the most current requirements and continually remains compliant.
GENERAL COUNSEL SERVICES
AS your business’s general counsel, O’Ryan Law provides unlimited legal representation and advice in each of the areas above - and a range of additional legal services - on a day-to-day basis for a flat monthly Rate
The General Counsel (also known as the Chief Legal Officer or In-house Legal Counsel) is an in-house lawyer who works exclusively for your company. They are essentially your company’s own full-time lawyer and handle all your business’s legal issues on a day-to-day basis.
When companies do not have their own General Counsel, the owners or management will generally perform the day-to-day legal functions themselves (such as writing their own contracts, Googling regulations, haggling with parties in disputes, etc.), and will only retain a lawyer when a problem arises. This is fraught with problems; non-lawyers will miss important issues that lawyers are trained to identity and address, and dealing with legal issues takes your time and attention away from what you do best – running your business. This is why having a dedicated General Counsel who is on hand to immediately handle all your business’s legal issues – big and small – on a day-to-day basis is so beneficial.
However, hiring a full-time in-house General Counsel is a costly commitment. Which is why more and more companies are now “outsourcing” their General Counsel role to a trusted external lawyer. This way, the company gets the benefits of having their own dedicated “on-call” legal resource without the cost and commitment of employing a full-time in-house lawyer. And without the inefficiency, expense and time consumption of retaining an external lawyer only when problems arise.
There are numerous other benefits to having your own General Counsel. Having your own in-house lawyer “on the ground” in your business means your business can address issues before they become problems and can respond quickly when legal issues arise. Rather than calling an external lawyer to “put out the fire” once an issue becomes an actual problem, your General Counsel can prevent fires before they begin. It also means you have a legal resource present at your management meetings to advise on the legal implications of key business decisions and “weigh in” from a legal perspective.
As a de facto member of your management team, your General Counsel also knows the ins-and-outs of your business intimately. Your General Counsel understands your business - its goals, its product, its market, its staff, its industry, and its mission - in a way that a regular external lawyer cannot. Your General Counsel is not just another external consultant – they are a member of your team and an integral part of your business’s success.
Retaining O’Ryan Law as your external General Counsel means you have your own dedicated specialist business law attorney dealing with all your business’s day-to-day legal issues. As your external General Counsel, O’Ryan Law will provide unlimited legal representation and advice in each of the areas described above – including setting up your business, reviewing and drafting contracts, handling disputes and litigation, hiring and firing staff and creating employee policies and procedures, registering trademarks, reviewing leases and doing due diligence on purchases, and ensuring compliance with local, state and federal regulations – and handle all legal issues with your business on a day-to-day basis.
Furthermore, the additional services O’Ryan Law provides your business as its General Counsel include:
attending management meetings and providing input from a legal perspective on all business decisions, and advising on the legal implications of all decisions made by the company;
overseeing crisis management when legal, financial, operational or reputational threats occur, including administering product recalls, responding to government authorities, regulators and law enforcement, negotiating ransom payments in response to cyber-attacks, and drafting media statements and developing public relations strategy;
undertaking internal investigations of legal problems within the company - including fraud, workplace misconduct, regulatory violations, whistleblower complaints, data breaches and cybersecurity incidents, and conflicts of interest – so legal problems within the company can be addressed internally, independently and confidentially;
acting as your Company Secretary (the Company Secretary role includes maintaining minute books and corporate records, organizing board and executive meetings and ensuring they comply with statutory requirements, advising company directors on their statutory, contractual and fiduciary duties, preparing annual returns and other mandatory disclosures, and performing other corporate governance functions of the company);
overseeing your company’s insurance program (this involves identifying all risks the business faces, finding the best insurance coverage available on the market to cover those risks, making sure those insurance policies provide sufficient coverage, negotiating the best possible premium rate for those policies with insurance companies and brokers, and ensuring there are no gaps in coverage and that sufficient coverage is consistently maintained (see Insurance Law section));
lobbying local, state and federal governments on behalf of your business to advocate for public policy positions and legislation beneficial to your business and industry;
overseeing risk management (when your lawyer essentially does an “audit” of your business for any legal issues or problems that exist or may arise in the future, and prepares a plan for how to deal with them in advance, so your business is never caught off guard by unforeseen legal problems);
preparing due diligence disclosures (when another entity proposes to purchase your business or shares in your company, O’Ryan Law as your General Counsel will prepare the responses to the purchasers’ due diligence questionnaire, review and compile all documents necessary to provide the purchaser, draft the formal disclosure letter containing the warranties about the company and setting out the risks and liabilities the company is required to disclose to the purchaser, and draft the necessary NDAs and Confidentiality Agreements covering the disclosures);
acting as your business’s point-of-contact for government agencies and regulatory authorities (including the IRS, state and federal governments, law enforcement, etc.) and acting as a liaison between the business and external stakeholders including shareholders and investors; and
when an accident, disaster, crime, or claim against your business occurs, advising on insurance policy coverage, preparing the claim submission to the relevant insurance company, liaising with the insurance company’s subrogation counsel, and negotiating with the insurance company for the prompt and complete payment of the claim (see Insurance Law section).
O’Ryan Law provides its General Counsel Services for a flat-fee monthly subscription. Businesses save a significant amount of money retaining O’Ryan Law on a monthly subscription basis compared to hiring a full-time permanent General Counsel or retaining an external lawyer on a case-by-case basis for an hourly rate.
For businesses dealing with a large volume of legal issues, businesses in the early stages of getting established, businesses with complex operations or operating in highly regulated environments, or any business that wants the convenience, security and efficiency that comes with having their own in-house lawyer, O’Ryan Law’s General Counsel Services are the answer.