We are a highly respected business law firm, providing general and specialized services including entity formation, securities, tax, labor and employment law, regulatory compliance, technology licensing, import/export licensing, shareholder agreements and exit strategies.

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Our tax department has a special emphasis on income and estate tax issues unique to businesses and their owners. Our estate planning department regularly prepares documents to meet the needs of persons with both small and large estates, and provides advice regarding protection of wealth.

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We negotiate and document a wide variety of public and private debt and/or equity offerings and other sophisticated business transactions such as mergers and acquisitions, collaboration agreements, spin-offs and re-organizations.

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Our wide experience in real estate transactions includes sales and acquisitions, including ground leases, commercial leases for office, commercial, industrial, manufacturing, and historical properties, high value residential properties, property tax issues, and tax-driven transactions.

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We specialize in handling high stakes and other sensitive litigation for businesses, including, but not limited to contracts and related types of claims, employment termination and discrimination, business ownership disputes, antitrust and other unfair competition claims and regulatory disputes.

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We are highly experienced in representing management in matters involving wages and hours, regulatory compliance and claim prevention, wrongful termination, discrimination, workers’ compensation, labor relations and unions, and unemployment insurance.

 
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We have unparalleled experience representing broadband tele-communications operators including wired and wireless video, telephony and data services. We handle matters ranging from technology licensing to possessory interest tax assessments to signal theft litigation and representation before the CPUC and FCC.

 

Since its founding in 1968, Ferris & Britton has focused principally on representing both established and emerging businesses. This focus has allowed us to achieve an outstanding reputation in the areas of law that are common to all businesses and their owners, as well as in a number of specialized market segments with unique legal issues.

As a result, today a wide range of business leaders and companies rely on Ferris & Britton for advice and assistance in understanding and coping with the following legal and business challenges:

  • Entity formation, including organizational form, place of formation and equity structure;
  • Equity raising, privately and publicly, including private debt and/or equity offerings, public offerings, mergers, and negotiation and documentation of joint ventures, strategic alliances and corporate partnerships;
  • Executive compensation, including employment agreements, stock options and phantom stock plans;
  • Labor relations and employment law compliance, coping with unions, and employment liability claims;
  • Facility lease or purchase, negotiation and documentation;
  • Regulatory and compliance issues, including both federal and state securities regulation and regulation unique to the broadband telecommunications industry;
  • Anti-trust and other unfair competition matters, including federal and state laws;
  • Tax reduction planning, including both federal and state income and estate taxes;
  • Family business succession, including family limited partnership and valuation freezes;
  • Shareholder agreements, including buy-sell agreements and voting arrangements;
  • Exit strategies, including closely-held and other businesses; and
  • General commercial law, including import/export licensing, commercial code and other matters.

Ferris & Britton’s clients include entrepreneurial ventures, national and multi-national corporations, local and regional businesses and their owners. We represent a wide variety of specialized industries, including:

  • Broadband telecommunications providers and carriers;
  • Biomedical and biotechnology companies;
  • Computer software and hardware companies;
  • Manufacturers;
  • The commercial fishing industry;
  • Wholesale and retail trade;
  • The real estate industry;
  • The construction industry;
  • Alcoholic beverage distributors; and
  • Professional service providers.

For more information about the firm’s Business & Corporate Law practice see the Primerus web page.

 


Ferris & Britton’s tax department puts a special emphasis on income and estate tax issues unique to businesses and their owners.  Ferris & Britton’s tax department has extensive experience in:

  • Documenting the estate decisions of clients, including wills and trust preparation, including trusts of a simple nature designed for the single person or small family to more complicated tax oriented trusts, and including testamentary trusts, living trusts, revocable and irrevocable trusts; pre- and post-nuptial agreements; powers of attorney for property management; and durable powers of attorney for health care, and directives to physicians
  • Choice of entity and other tax structuring decisions for both initial start-up and later-stage companies
  • Structuring of major corporate and commercial transactions, including mergers, reverse triangular mergers, spin-offs, leveraged buyouts, intra-family transfers and stock or asset sales
  • Planning and executing various real estate transactions, including sale-leasebacks, like-kind exchanges, condemnations and structuring of transactions to avoid a “change of ownership” which would cause property taxes on real property to increase
  • Prosecuting tax litigation, as well as tax compliance and collection issues, and successful negotiation of favorable compromises of large tax liabilities
  • Reducing liability for sales or use taxes through careful structuring of transactions
  • Preparation of “non-qualified” deferred compensation arrangements, including structuring qualified and non-qualified incentive stock option plans and phantom stock plans and other equity-based compensation arrangements
  • Lessening the impact of income and estate taxes on the family-owned or closely held business, and shielding those assets from liability
  • Employee benefits, including helping both large and small businesses install, structure, restructure and administer their employee benefits programs in a manner to minimize net costs by maximizing tax benefits
  • Structuring and re-structuring a business for maximum advantage through successive generations to reduce the assets includable in the estates of the senior generation
  • Estate freezes, including using established methods to shield assets from creditors, such as family limited partnerships and family LLC’s, and value freezing techniques

Where family or other closely held businesses are involved, the Ferris & Britton estate planning and tax lawyers work closely with the business department in order to create a well-structured, integrated business and estate plan. The tax department has pioneered methods which, despite a generational shift in ownership, allow the senior generation to continue to control the operations of the business. Also, fundamental to the practice is the protection of the assets of the business and its owners from creditors.

Our Taxation, Estate & Business Planning, and Asset Protection team is led by our Managing Partner, Gary Moyer, and supported by our Associates, Justin Paik and Besse Dozadiaz.

For more information about the firm’s Estate Planning practice see the Primerus web page.


Ferris & Britton counsels both established and emerging businesses in raising equity and debt capital through initial public offerings, secondary public offerings, and seed, mezzanine and late stage private offerings. We have extensive experience in negotiating, documenting and obtaining regulatory approval where required of a wide variety of public and private debt and/or equity offerings, including initial and follow-up public offerings, private placements, joint ventures, strategic alliances and corporate partnerships. We work with issuers, underwriters, major shareholders, venture capitalists and institutional investors.

We negotiate and document many other types of complex, sensitive and sophisticated securities-based transactions with demanding securities issues including:

  • Mergers and acquisitions, including both public and private companies and reverse triangular mergers;
  • Sale of businesses, including share exchanges and asset sales;
  • Reorganizations, including tax-driven transactions;
  • Earn-outs, including transactions involving escrows and contingent shares;
  • Spin-offs, including establishment of stand-alone and subsidiary companies;
  • Startup equity planning, including both closely-held and investor-driven enterprises;
  • Partnering and collaboration agreements, including both technology and traditional economy businesses; and
  • Technology Licensing, including representation of both licensor and licensees.

Ferris & Britton advises clients in a wide variety of real estate transactions. The firm has extensive experience in enabling property owners, buyers and developers to realize the highest value from their property. Our wide experience in real estate transactions includes:

  • Negotiation and documentation of sales and acquisitions, including ground leases;
  • Property tax issues, including valuation issues and appeals of assessments and taxation of possessory interests;
  • Negotiation and documentation of commercial leases, including office, commercial, industrial, manufacturing, and historical properties;
  • Purchase and sale, including of high value commercial and residential properties;
  • Negotiation and documentation of tax-driven transactions, including deferred like-kind exchanges, condemnations and the structuring of the reinvestment of condemnation proceeds, and the development of projects qualifying for low-income housing tax credits;
  • Planning transactions to meet client objectives and the bright-line timing requirements of the tax laws; and
  • Structuring acquisitions and sales to minimize property, income and estate taxes.

 


Ferris & Britton is experienced and result-oriented in litigating business disputes. Litigation is more than going to trial, it includes an entire, structured process of clarifying issues, uncovering relevant facts and evaluating the relative strengths of competing claims. Many lawsuits are resolved without going to trial because the litigation process, when well-managed, brings issues into sharp focus, enabling the parties, with help and advice of counsel, to craft resolutions best suited to their objectives. Ferris & Britton employs a creative, practical and affordable approach to resolving business disputes. We are dedicated to finding effective, economical solutions to problems.

Our experience in all aspects of litigation includes expertise in Alternative Dispute Resolution (ADR) approaches such as arbitration and mediation. ADR approaches can provide quick, private resolution to many business disputes. Additionally, ADR offers the ability to avoid the risk of a runaway jury, and rely on a decision-maker with special expertise about the matters in dispute.

Ferris & Britton has extensive litigation experience in both state and federal courts, including appellate courts. We are also highly skilled in administrative agency practice with such agencies as the CPUC, DFEH, EEOC, NLRB and ABC. We handle the most sensitive litigation related problems of businesses, including, but not limited to:

  • Contracts and related claims;
  • Employment termination and discrimination claims;
  • Business ownership disputes;
  • Antitrust and other unfair competition claims;
  • Regulatory disputes;
  • Tax claims; and
  • Broadband communication right of way matters.

The lawyers of Ferris & Britton’s Litigation Department are admitted to practice in the federal and state courts of California, the Supreme Court of the United States and the courts of a number of other states.

For more information about the firm’s Business Litigation practice see the Primerus web page.


Many employment and labor problems are foreseeable, and therefore preventable. The saying, “an ounce of prevention is worth a pound of cure” is especially true in the employment and labor areas. For example, we advise employers on the requirements and issues involved in properly classifying individuals as independent contractors. We also help employers develop and maintain affirmative action programs. We advise and represent employers in compliance matters relating to the federal Fair Labor Standards Act and the state wage and hour laws, the Civil Rights Act of 1964, the California Fair Employment and Housing Act, and the many other state and federal employment rights laws.

When employment problems cannot be prevented, Ferris & Britton is fully prepared to represent employers before any California or federal court and before the various federal and state administrative agencies having jurisdiction over employment and labor matters. We represent employers in investigations conducted by the Office of Federal Contract Compliance, U.S. Department of Labor, EEOC, Cal/OSHA, California Labor Commissioner, DFEH, EDD, California Unemployment Insurance Appeals Board, NLRB and similar agencies. We will also challenge, if necessary, agency decisions in state and federal courts.

As a result, many employers turn to Ferris & Britton for assistance for the following:

  • Compliance and claim prevention, developing and installing hiring and termination procedures, employment agreements, nondisclosure agreements, employee handbooks, work rules and disciplinary systems;
  • Wrongful termination, minimizing exposure before litigation and successfully defending litigation;
  • Discrimination claims, steps to minimize risk, appropriate response to claims, defense during administrative investigation and litigation;
  • Wages and hours, determining exempt/nonexempt status, meal period and break requirements, compliance with conflicting federal and state law;
  • Workers’ compensation, special matters not covered under Workers’ Compensation insurance defense such as discrimination and other penalty claims;
  • Labor relations and unions, countering organizational campaigns, decertification planning, collective bargaining, defense of unfair labor practice claims, grievance arbitration, and labor litigation; and
  • Unemployment insurance, advice during investigations, unemployment insurance hearings and on appeals.

For more information about the firm’s Labor & Emplopyment practice see the Primerus web page.


Ferris & Britton services the most demanding legal and regulatory challenges facing the telecommunications industry. We represent broadband telecommunications operators including wired and wireless video, telephony and data services providers. Our experience in this area has been ongoing and expanding since we began our representation of cable television multiple system operators in 1970.

In the more than thirty years since its founding, Ferris & Britton has grown into the premier broadband telecommunications law firm in California with a national practice. Our clients include national and multi-national corporations, local businesses, entrepreneurial ventures and individuals.