Christopher N.

A: Legal due diligence is your investigation of the company to ensure what you are buying actually exists. For example, if you were buying an ice cream parlor, you would want to know: who owns the business (what are the documents that prove that, what are their rights as owners, do they have the right to stop the sale, are there "handcuffs," etc.); do they own or lease the property where they sell the ice cream (how is the rent paid, or the mortgage, if the business owns the property is the building a part of sale, or will the owners want rent, etc.); how are the finances structured (are there loans the business have that you will have to assume; do they have buy out requirements if there is a sale, etc.); what do the finances look like (what are the sales for the last ... 2 years, is the money properly deposited, where does the revenue come from, what are the expenses, are the expenses and the revenue real, does the cash and revenues flow through the bank accounts correctly); are you getting the ice cream recipes as part of the business; are the fixtures (ice cream makers, freezers, etc.) included; have there been any lawsuits filed agains the company -- what is the status; do they have insurance and have there been any claims againt the policies... and so on. This is just a quick example, but you get the flavor and depth of understanding YOU want to know if you are buying a business. Buy the "business" might not be the best option. For example, maybe just buying the assets of the company would be a better option to avoid liabilities. T Of course, I HIGHLY recommend you retain an attorney and accountant who specialize in business sales and has experience with business valuations and sales to ensure you truly understand what you are buying and you are protected. Buying an ice cream parlor vs buying a trucking company are completely different issues. An expereience team will help you navigate this process. Good luck!

A: You have two major considerations: what are your investors looking for in return and protections against failure (is this a good idea and will I get my money back); and, complying with state and federal securities law as it relates the sales of securities (which you will do because you are selling an interest, shares, etc. in your fund). There are some very significant issues you have prepare for both from the SEC and your investor point of view with whihc you have to deal. My thoughts on the work you have ahead of you (which I basic and not reflective of the many other options available): (1) draft the power point to describe the fund, target industries, etc.; (2) draft the offering memeorandum describing the fund, the risks, the investment strategy, risks, etc.; (3) the subscription agreement; and (4) filing the necessary forms and disclosures with New York and the SEC. GIven the complexity of drafting these documents and complying with the securities laws, you can expect to spend AT LEAST $25,000 for the attorneys to do the work -- but likely much more depending on the law firm. I recommend looking at a smaller form with the necessary experience as they can do the work just as well if not better and at a better price point. Good luck, and we are happy to answer more specific questions if you reach out to us.

A: Short answer: Yes. There are some siginficant deadlines (180 days and up to 300 days) you will need to meet, forms to fill out, and a venue to choose (California law vs. Federal law). Without more specific it is difficult to give you specifics, Thus, given the deadlines and the specifics of your case, I HIGHLY recommend you speak with an employment lawyer very quickly to fully understand where you in the timline, what you will need to prove, and where to file -- and more importantly, if you have a case. Good luck.

A: The short answer is: likely yes. A contract is such that there has to be a "meeting of the minds" as to the terms of contract. Understanding that you were under some pressure from your employer to sign, there is likely a provision that says you read and comprehended the contract overcoming the argument that you did not understand. There are sometimes options to avoid the arbitration clauses, but they are state and contract specific. If the time comes when you think the arbitration clause is going to be trigger, speak with a local employment lawyer to figure out how to pull that trigger. Good luck.