Berliner Cohen’s hospitality litigation practice is structured to provide practical advice and counseling on a variety of issues facing businesses within the hospitality industry. Our attorneys, including litigators in corporate, tax, employment and labor, real estate, land use, environmental, and white collar criminal defense, understand the challenges unique to hospitality-related businesses and their owners and operators.
Fraud
The white collar criminal defense and business regulation practice at Berliner Cohen utilizes the talents of attorneys dedicated to representing professionals, individuals and businesses in the increasingly aggressive world of business prosecution. The attorneys in the white collar criminal defense practice have years of experience representing high-level executives and small, medium and large companies in fraud, embezzlement, forgery, bank fraud, trade secret violations, tax fraud, and securities litigation. Our attorneys are available during the initial investigation through trial and, if necessary, appeal.
We also regularly counsel clients on critical corporate governance issues, including fiduciary duties, shareholder rights, disclosure and regulatory requirements, and corporate governance best practices. We work closely with corporate leadership to obtain an in-depth understanding of a company so we can closely tailor our advice on a broad range of corporate governance and compliance matters.
Mergers and Acquisitions
We advise corporations and other entities with respect to domestic and cross-border mergers, acquisitions, consolidations and other types of business entity reorganizations. Whether our client is the target or purchasing entity in the transaction, we can assist with negotiating and drafting the definitive transaction documents and fully addressing all other legal needs during the due diligence, closing and post-closing phases.
Business Disputes
Business Transactions
Our clients trust us to structure, negotiate, and document their commercial transactions in order to guarantee the anticipated benefits and mitigate risks. We regularly draft commercial contracts across a wide variety of industries and business sectors. These agreements include...
Limited Liability Companies
We advise corporations, partnerships, and limited liability companies (LLCs) with respect to formation, operation and liquidation. We advise corporate clients with respect to a variety of transactions for both subchapter C and subchapter S corporations, such as mergers, acquisitions, dispositions, reorganizations, corporate divisions, redemptions and liquidations. We are involved in drafting complex partnership agreements, operating agreements, and other joint venture-type agreements, often involving the use of special allocations and other unique tax provisions to effectuate the objectives of our clients. We also advise clients in the formation and operation of bankruptcy-remote special purpose vehicles in order to meet the requirements of many lenders.
Construction Contracts
Trade Secrets
Intellectual Property
Jay Landrum has extensive experience representing artists, art publishers, licensors and licensees in all stages of operation. Mr. Landrum is a member of the firm's Intellectual Property Group, where his primary focus is contracts, licensing and intellectual property law. His contracts and licensing work includes artist and author representation, licensor/agent/licensee representation, business relationship agreements (such as dealer, distributor and manufacturer representative agreements) and technology transactions.
Further, many employers institute policies that make their employees happy, only to discover that the policy runs afoul of the law. Berliner Cohen’s employment attorneys specialize in both advice and counsel and trial representation. Berliner Cohen often serves as an extended in-house legal department, helping its clients review policies and procedures at every step to ensure successful compliance. The attorneys in the group have compiled an impressive record of obtaining favorable court rulings on motions to dismiss and for summary judgment, jury trial verdicts, and appeals. Berliner Cohen’s employment group has successfully represented employers in many types of cases, including discrimination, wrongful termination, individual and class action wage and hour claims, recovery of misappropriated information and funds, and civil rights litigation. In addition, Berliner Cohen has a robust class action defense practice which provides affordable solutions in resolving complex and time consuming cases.
Employment Contract
Employment Litigation
Berliner Cohen represents food and beverage producers, processors, manufacturers, distributors, retailers, trade associations, wholesalers and investors. Our clients range from multinational corporations and individuals to closely held businesses. We counsel food and beverage clients on building their businesses, growing their brands, and increasing their bottom lines with experienced representation in regulatory matters, product liability, brand development and protection, patent and trademark, immigration, tax law and labor, and employment issues.
Former partner Frank Ubhaus’s neutral practice offers mediation and arbitration services for business and real estate disputes. Mr. Ubhaus has over 40 years of experience in complex business and securities litigation as well as white collar criminal defense. In addition, Mr. Ubhaus has served as a mediator and/or arbitrator in a wide variety of matters as well as serving as a judge pro tempore in the Santa Clara Superior Court.
Construction Litigation
Our knowledge comes from an involvement in numerous major hospitality litigation matters, including development and construction of hotels, environmental, zoning and land use issues, construction contracts, management and operating agreements, employment matters, financing, and leasing.
Real Estate Transactions
Our corporate department works 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. We also assist many clients with complex private placements for real estate investment offerings.
Eminent Domain
Berliner Cohen is one of the few firms that has a significant presence throughout Northern California’s agricultural markets with its own attorneys involved in the heart of the agricultural business. Berliner Cohen is able to provide sound, practical and personal advice on all facets of the agricultural business including land use and land acquisition, eminent domain, development and planning, farming and business operations, water rights, as well as advice and counsel on employment matters including contract labor and professional employment organizations.
Land Use and Zoning
Berliner Cohen engages in all aspects of the development of an entertainment venue, whether it be a hotel, a restaurant, a golf course, or other facility – from the acquisition of raw land through the execution of a completed, branded, operations. Whether we handle the entire life cycle or only a single transaction in the life of an asset, our attorneys understand the unique aspects of each property, be it a luxury hotel; an adjunct to a convention center or entertainment complex; a destination resort that bundles multiple brands and uses; a limited-service hotel; a mixed-use property combining hotel, retail, office and residential uses; a boutique hotel; or an urban development with zoning and land use issues and working with a myriad of government officials.
We advise clients on effective methods of minimizing their California franchise tax, property tax, and sales and use tax with respect to a variety of transactions, from investment activities, to operating businesses, to charitable and estate planning contexts.
Wills
Trusts
Working with multi-disciplinary teams of advisors in creating and carrying out complex, multi-generational planning involving irrevocable trusts, entities, private foundations, for serial entrepreneurs and real estate developers
Power of Attorney
Preparing Estate Plans, including Trusts, Durable Powers of Attorney, Medical Powers of Attorney, Wills and other necessary instruments to preserve assets and ensure clients’ wishes are clearly set forth in the appropriate manner.
In collaboration with our colleagues in Berliner Cohen’s corporate, tax and land use groups, we also counsel clients on entity structuring and formation, tax issues and land use matters.