Business Counsel · Beverly Hills, California
Straight-forward advice you can count on.
Most clients call us at a moment that matters. A term sheet lands. A long-standing strategic relationship comes apart. A distributor asks for worldwide rights. What is needed in that moment is not a lecture on the law. It is counsel who has sat on both sides of that table and can explain, plainly, what is actually being agreed to.
Licensed in California, Massachusetts and New York
How we can help
Six practice areas, one attorney who knows the whole file
Business problems rarely arrive one at a time. A financing touches the cap table. A licensing deal touches the IP. A lease touches the balance sheet. Because all of it sits with a single attorney, nothing gets dropped in the handoff between specialists.
Corporate
Build it so it holds up later.
Entity formation at home and offshore, governance, board and shareholder records, and corporate due diligence.
Read moreSecurities, Financing & M&A
Raise it, share it, or sell it.
Reg D private placements, venture rounds, employee option plans, SEC and Blue Sky compliance, due diligence, and acquisitions.
Read moreEntertainment & Marketing
Your work travels further than it used to.
Production, licensing and distribution across TV, film, games, music and books, plus talent deals, rights clearances and digital marketing.
Read moreIntellectual Property & Technology
Protect the part that makes it valuable.
Software and R&D agreements, copyright and trademark filings, licensing strategy, patent planning, and privacy policies.
Read moreContracts
The paper you sign is the deal you get.
Services, sale and purchase, joint venture, employment, independent contractor and work for hire, internet and wireless agreements.
Read moreReal Estate
Room to grow, on terms you can live with.
Commercial leases for office, retail and warehouse space, development matters, and insurance damage claim management.
Read moreCorporate Law
We handle businesses from the napkin stage to post-IPO. The structure chosen in week one quietly decides how easily a company can raise money, add a strategic relationship, or sell in year ten. Worth getting right while it is still cheap to change.
- Domestic entity formationDelaware and California incorporations and LLC formations
- Off-shore formationsBermuda, British Virgin Islands, Cayman Islands, Barbados, Hong Kong and China
- Board and shareholder minutes and records
- Corporate records due diligence and review
Securities, Financing, Mergers & Acquisitions
Growth runs on paperwork. Raising money, keeping the people who matter, buying what cannot be built, and eventually leaving on the owner's terms. Every one of those is a negotiation, and every one goes better with counsel who has been through it before.
- Private placements of stock under Reg D504 and 506 placements
- Venture capital investments and related agreementsPurchase, shareholder, co-sale and registration rights agreements
- Employee stock option plansRule 701
- Blue Sky (state) and SEC compliance
- Mergers and acquisitions
- Complex working capital loan agreements
- Due diligence of target companies
- Repurchase rights agreements
Entertainment & Marketing
In Los Angeles, work rarely stays in one lane. A game becomes a series. A book becomes an option. A campaign becomes a licensing question. We cover the agreements that carry content from the idea to the audience, and make sure the client still owns what they made.
- Entertainment production, marketing and distribution agreementsTV, film, games and books
- Film and TV options
- Talent agreements and rights clearances
- Music production, licensing and distribution agreements
- Game production, licensing and distribution agreements
- MMOG and related internet agreements
- Wireless content creation and internet distribution agreements
- Internet marketing agreements
- Affiliate marketing and social media agreements, terms and conditions, and privacy policies
Intellectual Property & Technology
For many clients, the intellectual property is the company. We help decide what to protect, what to license, and what to let go, then put it on paper so the value stays where it belongs. Software, hardware, mobile, games, web portals and social platforms.
- R&D and software licensing and production agreements
- Copyright, trademark and patent licensing
- Copyright and trademark applications
- Strategic patent planning
- Franchise licensing
- Technology licensing
- CAN-SPAM and privacy policy development
Contracts
Most disputes trace back to one sentence nobody read closely enough. Beyond the agreements specific to the practice areas above, we regularly draft and negotiate:
- Service agreements
- Sale and purchase agreements
- Joint venture agreements
- Independent contractor and work for hire agreements
- Employment agreements
- Internet agreements
- Wireless agreements
Real Estate
As a business grows, what it needs from a building changes. Early on it is a lease with a way out. Later it is acquisition and development. Occasionally it is a claim after something goes wrong.
- Commercial leasesOffice, retail and warehouse properties
- Real estate development
- Insurance damage claim management
About
Julian L. Chan
Knowing the law is the baseline. What clients say actually helps is counsel who has sat in the operator's chair, closed the round, absorbed the acquisition, and shipped the product. That is the difference between advice that is correct and advice that can be used.
Mr. Chan spent most of his career inside companies before advising them from the outside. General Counsel of a software start-up that went public. Chief Operating Officer of one of the largest game distributors in China. Founder of two angel funds. Chief Operating Officer at a Los Angeles interactive agency. He has been the client, which changes how he practices.
In private practice, his clients have included a billion dollar internet retailer, a range of internet businesses, consumer product developers, internet marketing companies serving Fortune 500 brands, several best-selling authors, film production companies, and the official North and South American representative for the Shaolin Temple.
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Acting General Counsel
Peritus Software Services, Inc.
Joined a 30-person software services start-up and helped grow it past 500 employees, five offices across four countries, and $40 million in annual revenue. Negotiated more than $100 million in software licenses, service agreements and development agreements. Managed venture rounds exceeding $20 million. Took part in acquisitions totaling over $90 million and folded the acquired legal teams into his own. Led the legal effort behind the company's 1997 Nasdaq IPO, which raised $60 million.
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Founder
Wellspring Angel Fund and Idealflow Angel Fund
Co-founded both funds alongside founders of Intel, Global Crossing, JDS Uniphase and Gemstar. Ran the incubator, oversaw review of every potential investment, negotiated investments in twelve start-ups, and led a four-person team building out ideas originated by the funds' principals.
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Chief Operating Officer and General Counsel
Univessence Digital Studios, Ltd.
At the time one of the largest game distributors in China, and the exclusive distributor of titles including World of Warcraft and MU. The Bermuda-based company grew to more than 25 subsidiaries across China, Hong Kong, Japan and the U.S., roughly 300 employees, and $300 million in revenue. Mr. Chan incorporated the parent and key subsidiaries, completed the merger of the Bermuda parent with Junnet, Inc. (a BVI company) and ran diligence on its 20 Chinese subsidiaries, negotiated $30 million in international venture financings, and drafted the key agreements with major game companies including Sega for exclusive China territorial rights.
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Chief Operating Officer
Media Revolution LLC
Four years overseeing production at one of the largest interactive marketing agencies in Los Angeles, with clients including Sony, Walt Disney, Warner Bros., Nestlé, Honda, Coca-Cola and Kyocera. Negotiated internet marketing, entertainment marketing and distribution, traditional entertainment production, and wireless content agreements.
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Board and Community Service
Professional and civic roles
General Counsel of the National Association of Asian American Professionals. Chairman of the Southern California Monte Jade Science and Technology Association. Assistant secretary and senior advisor to the Shaolin Foundation. Chairman of FF Fraternity, Los Angeles Lodge. He has also reviewed distressed charities on behalf of the United Way.
Contact
Telephone
Admitted in
California, Massachusetts and New York
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