At Greenan, Peffer, Sallander & Lally (“GPS&L”), we are hands-on business counselors who bring our broad experience to bear in finding efficient and practical solutions for our clients as they seek to structure, negotiate, document and close the deals that are integral to the future success of their businesses. Senior attorneys are involved in each transaction, thus enabling delivery of GPS&L’s legal services at a level of quality generally found only at larger national law firms.

From complex mergers and acquisitions to advice regarding corporate and limited liability company formation and dissolution, trade name registration, real estate and land use matters, and employment matters, GPS&L offers a high level of expertise.

We have assisted our clients in raising capital, both through private offerings of debt or equity securities and through initial public offerings. With respect to tax advice, we counsel our clients in transactional planning and also represent our clients before federal and state tax authorities. GPS&L also provides estate planning services, including the development of related tax strategies. Our attorneys have substantial experience in the field of real estate law, representing the varied interests of farmers, builders, developers, owners and lenders in the acquisition and development of agricultural, commercial and residential properties. GPS&L also has developed a special expertise in the area of franchise and distribution law.

As a result of its experience and service-oriented philosophy, GPS&L assists some of the leading businesses in the community with their business legal needs, including: Safeway Inc.; The Howland International Agricultural Company; Wente Bros.; Healthcare Systems and Technologies, LLC; Self Storage 1; Security Alarm Financing Enterprises, Inc.; Aero Precision LLC; and Discovery Builders. We also provide legal services to many public agencies, municipalities and counties in real property and contractual matters including: Contra Costa County, the City of Mountain View, State Route 4 Bypass Authority, and the City of Concord.

Transactional Practice Areas:

Business and Tax Law
Real Estate Law
Wine and Spirits Law
Commercial Contracts Law
Employment and Benefits Law
Intellectual Property Law
Tax Law

Business Law
The business and tax practice at GPS&L utilizes the experience of attorneys specializing in corporate and business law to serve the legal needs of its clients. The business law practice covers a wide variety of corporate, commercial and business transactions, including:

• Organization, maintenance and liquidation of corporations
• Structuring and formation of partnerships, limited liability companies and joint ventures
• The issuance and sale of corporate stock, limited liability company interests and debt securities
• Purchase, sale and merger of businesses and entities
• Technology protection and licensing
• Commercial lending transactions
• Executive compensation and equity arrangements
• Contractual arrangements for the purchase and sale of products and services
• Estate and succession planning
• Property tax reassessment and transfer tax planning
• Franchising and distributorship arrangements and structures.

GPS&L combines specialized expertise in business and tax law and the overall skills of the firm in the corporate, tax, employment, litigation and real estate areas to provide a broad base of support for GPS&L's business practice.

Real Estate Law
The real estate law practice at GPS&L utilizes the highly specialized experience of real estate attorneys to serve the legal needs of farmers, developers, brokers, owners, investors and lenders and covers all facets of commercial, industrial, agricultural and residential real estate transactions. In addition to GPS&L’s real estate practice, GPS&L can also meet the legal needs of private clients in zoning and land use matters and in administrative and regulatory proceedings at the state and local level, including proceedings related to hazardous materials and other environmental matters. GPS&L's real estate practice includes:

• Property sales and acquisitions
• Water rights and agricultural law matters
• Tax deferred (1031 and 1033) exchanges
• Ground leasing
• Custom farming agreements
• Agricultural processing agreements
• Space leasing - office, retail, industrial
• Commercial and retail development
• Redevelopment projects
• Residential and subdivision development
• Commercial lender representation

Loan settlement and workouts GPS&L combines specialized expertise in real estate law and the overall skills of GPS&L in the business, employment, land use, litigation (including environmental compliance and litigation) and tax areas to provide a broad base of support for GPS&L's real estate clients.

Wine & Spirits Law
The lawyers at GPS&L have represented beverage clients for 20 years. GPS&L provides a complete portfolio of legal services to help clients comply with the maze of regulatory requirements for the production, distribution and sale of alcoholic beverages. We help our clients organize and establish production and import companies, and represent them in obtaining the required permits, licenses, and TTB label and formula approvals and similar permissions. GPS&L counsels its clients on state and federal compliance questions and advocates for them in regulatory investigations and negotiations with state and federal agencies. GPS&L represents a wide range of manufacturers, importers, and retailers, both in the U.S. and abroad.

GPS&L also provides services in the following areas for our wine and spirits industry clients:

• Beverage industry litigation;
• Distribution agreements and distributor termination counsel and defense;
• Purchase and sale of wineries, retailers and vineyard land;
• Antitrust compliance in the beverage industry;
• Corporate organization and related securities law issues involving the industry;
• Intellectual property issues involving trademarks and copyrights;
• Regulatory compliance before state and federal authorities;
• Real estate and land use issues for industry clients;
• Negotiations with state and federal tax authorities over excise taxes.

Commercial Contracts
The commercial contracts practice at GPS&L provides commercial contract drafting and support legal services or our clients. GPS&L has dedicated commercial lawyers who at any one time will be working on deals ranging from straightforward agreements to complex multi-party projects spanning multiple jurisdictions.

GPS&L works with clients to structure and document relationships with suppliers, customers or strategic partners, including agreements that culminate from difficult negotiations over concessions, rights or licenses to exploit a market or material asset. GPS&L drafts the range of documents necessary to create and preserve these relationships, protect our clients' rights and enhance the value of their businesses.

GPS&L’s advice covers many forms of commercial agreements that provide for purchase and supply requirements, partnering, agency and distribution, franchise, logistics and warehousing, facilities management, business management arrangements, commercial outsourcing, joint ventures, partnerships and strategic alliances.

Employment and Benefits Law
Companies have an ongoing need for in-depth knowledge of employment, and compensation relatedmatters. The lawyers at GPS&L guide clients through structural changes; executive appointments and severances; management of employee relations, and personnel matters; advise and litigate equal employment opportunity and discrimination-based issues; and defend and prosecute claims involving the protection of business assets and reputation. GPS&L’s lawyers have extensive experience in handling complex, politically sensitive employment-related matters.

GPS&L’s lawyers also assist with senior employee mobility and compensation issues. GPS&L also keeps clients informed on proposed legislation and regulations affecting all aspects of the employment relationship.

Intellectual Property
GPS&L’s intellectual property practice is designed to help clients manage risk, continue growth, and protect market share. We understand the commercial issues and pressures that arise from IP disputes or related negotiations, and provide innovative and strategic solutions to deal with them.

Our experience includes representation in areas such as applications and filings for trademarks, and copyrights, as well as advice on how best to leverage IP assets into revenue streams through licensing agreements, royalty structures and other dispositions. We undertake IP due diligence and IP audits and have formulated OEM/software licensing and outsourcing agreements.

The ability to advise on all legal aspects of technology expands our efficiencies and breadth of service for our clients - we offer advice on all related IP matters such as advertising and promotion law, data security, digital media content, e-commerce/Internet transactions, and privacy protection.

Tax Law
Business operations give rise to many complicated tax issues that require both expert knowledge of national legislation and an international perspective. GPS&L provides advice on local real and personal property, income and sales taxes and Federal income and estate taxation as well as a commercially integrated approach to tax structures and tax efficiency. We offer the full range of tax services that address the challenges of commerce and business operations. Our team is skilled in the areas critical to companies, including arranging operations to reduce effective tax rates, transfer pricing, tax disputes, post-acquisition integration and compensation. GPS&L also handles real property tax audits and appeals, including a 2008 multi-billion dollar real property oil refinery valuation appeal filed against Contra Costa County. GPS&L’s tax law practice includes:

• Business income tax planning
• Individual income tax planning
• Income, sales and personal property tax audits and litigation
• Real property tax planning, appeals and litigation
• Estate and trust tax planning and compliance