General Business Counsel
Spainhour Law Group has developed a practice of serving as an "outside" or "part-time" general business counsel attorneys to several different types of regulated, registered, or licensed small to mid-size businesses remotely from its office in Huntington Beach, Orange County, California.
The Huntington Beach Orange County based business lawyers at Spainhour Law Group routinely advise both small businesses and large fortune 500 corporations on complex business structure formations, acquisitions, and joint ventures in the real estate and title insurance industry. We routinely assist small businesses in the formation and maintenance of corporations, LLCs, and partnership. We can assist with issuance of stock and membership interests, the conduct of board meetings and annual shareholder meetings, and draft shareholders agreements and operating agreements.
Spainhour Law Group serves as General Business Counsel for many different businesses. Having served as the General Counsel for RE/MAX of California & Hawaii, Inc for many years, we understand the unique needs of each type of entity and can help guide the business through the legal challenges like; Entity Formation, Contracts, Insurance Claims, Lawsuits, Subpoenas, Regulation and Licensing, Employment Decisions, Major Acquisitions, Joint Ventures, Daily Business Decisions, Financing, Lending, Outside Counsel and Litigation.
All Businesses are Regulated
In one form or another all businesses are regulated by Federal, State, or local jurisdictions. The regulatory impact on a business can be as simple obtaining a business license or they can be as complex as multi-state multi-licensed and registered layered entities that file quarterly or annual reports and follow guidelines set by various regulators.
Strategic Business Alliance
As part of our regulatory practice we are often asked to provide guidance on strategic business alliances and their potential impact on licenses of two or more businesses regulated by different government agencies in the real estate industry. The strategic alliances often take the form of a Marketing Services Agreement (“MSA”), Joint-Venture (“JV”), or Affiliated Business Arrangement (“AFBA”), or Underwritten Title Companies ("UTC").
Working with Regulators
We have extensive experience working with several federal and state regulators such as the United States Department of Housing and Urban Development (“HUD”), the Consumer Financial Protection Bureau (“CFPB”), the California Department of Insurance (“DOI”), the California Bureau of Real Estate (“BRE”), the California Department of Business Oversight (“DBO”) and many other State, County and City government agencies.
Most regulators have jurisdiction over a license. The following are common licensing matters:
Underwritten Title Company (UTC) & Controlled Escrow
Formation, Licensing, Filings, discipline, and representation of applicants and licensees with the California Department of Insurance that serves as the Regulators of Underwritten Title Insurance Companies and Controlled Escrow.
Home Protection / Home Warranty
Formation, Licensing, Filings, discipline, and representation of applicants/registrants and licensees nationally with the various regulators.
Filing, Renewing, Exempting, Uniform Franchise Offering Circular (UFOC), Registration, and representation of licensees with the California Department of Business Oversight that serves as the Regulators of Franchisors.
Real Estate Brokerage, Mortgage, Property Management & Broker Escrow
Formation, Licensing, Changes, Discipline, and representation of licensees for Inquiries of Corporate, Broker, and Sales Associates licensed by the California Bureau of Real Estate that serves as the Regulators of Real Estate Brokerages, Mortgage, Property Management and Broker Escrow operations.
Independent Escrow Agents
Formation, Licensing, Discipline, and representation of Licensees with the Department of Business Oversight.
Formation, Licensing, Changes, Discipline, and representation of licensees with the California Department of Consumer Affairs Contractors State Licensing Board ("CSLB").
Our founder is a licensed California attorney, Real Estate broker, licensed officer, and member of the National Association of Realtors, California Association of Realtors, and the Orange County Association of Realtors, and Huntington Beach Chamber of Commerce.
In addition to reviewing hundreds of both commercial and residential real estate transactions, we have litigated dozens of both Jury and Bench trials in both Federal and State Courts and Private Arbitration with the primary focus as real estate attorneys.
Almost all real estate and business disputes can benefit from a dispute resolution other than litigation. Even if a lawsuit is filed it is more likely than not that it will settle prior to trial at a mediation. At Spainhour Law Group in Huntington Beach Orange County California we have participated in hundreds of lawsuits that settled at private and court ordered mediations, mandatory settlement conferences and private and judicial arbitrations over the past 20 plus years.
Our founder Kevin A. Spainhour, Esq. has received commercial and litigated matters mediator certification from the American Institute of Mediation and intensive mediation training from the Straus Institute of Dispute Resolution at Pepperdine School of Law.
In our Risk, Dispute, and Litigation Management practice we manage pre-litigation claims, lawsuits, subpoenas and any other legal proceedings on behalf of our clients.
The process of Risk, Dispute and Litigation Management generally involves:
For new claims:
- Review and investigate any claims or demands made against the Client;
- Analyze and access the risk of loss for the claim or demand;
- Attempt pre-litigation resolution through negotiations or mediation;
- Review liability insurance policies to analyze for potential insurance coverage;
- Formally tender claim to insurance carrier, if applicable;
- Respond to any denial of coverage issues with the carrier
- Either retain litigation counsel or review carrier appointed counsel.
For claims that are in litigation:
- Perform all relevant steps in the “For New Claims” section above;
- Access current status of litigation and either prepare or review a litigation budget for a strategy recommendation to the Client;
- Implement strategy approved by the Client with litigation counsel.
- Review any written retainer agreements with litigation counsel;
- Compare retainer agreements with billings and budget;
- Work with trial counsel as the corporate litigation contact to assure strategy is implemented and adjust as necessary;
- Preview any proposed testimony by company and “key officers” for consistency.
- Attend any settlement conferences with Client to assure Client is fully informed before any decisions are made.
Why pay a law firm to manage another law firm?
You will save money, maintain control of the process, and be able to make more informed decisions.
I was given an assignment by a corporate client to “look into” various litigation matters that were ongoing and report back to the board with a status on each matter. I found that the company was using one highly coveted and trusted law firm for over 20 years. There were around a dozen litigation matters with average monthly litigation billings of $80,000 per month.
Each matter was evaluated and a new overall corporate litigation strategy was agreed to by the Board of Directors based on my recommendations. Within 12 months of working with the trial lawyers, we were able to reduce the ongoing litigation matters to 1 active case that was heavily managed. This reduced the legal billings down to an average of $5,000 per month saving the client around $75,000
I was given an assignment by a corporate client to interview and make recommendations to retain a top tier trail lawyer for a trial in one of the most notoriously plaintiff friendly venues. After narrowing the field down to three candidates, the board of directors made a decision to retain one of the top ten firms in the country.
A litigation budget of $150,000 was agreed upon with the new firm and the board. The transition from the old firm to the new firm was made timely and smoothly. One of the first actions taken by the new firm was to get a trial continuance which was a surprise to the board as that was not part of the strategy discussed.
After the first month passed with just a few depositions being taken, I wanted to review the initial billings from the new firm to report to the board on how the billings were aligning with the budget. I discovered that the firm had not yet sent a bill. I asked the associate for a copy of the bill, he said he would check on it and get back. After a couple of weeks I pressed hard for a bill and was told that the billing was handled at the Chicago location and he is trying to get them to send one.
After the third month I told them either give me a copy of their bill or give me a copy of their hours so I will have some information to report back to the board. I finally obtained a copy of the bill and it was three times the budget at just over $440,000 for just three months. I immediately terminated the firm, called the plaintiff’s lawyer and settled the matter myself for much less than anticipated. The board was so happy with the settlement I received an unexpected $50,000 bonus.
Once I was able to review the billing I found that the firm had billed just over $100 for a pizza and parking was billed at triple the actual expense. I retained two billing experts to review the bills. During the review process we learned that the senior partner billed for attending depositions that he did not attend and he billed twice the hours that the associate billed for the same meetings. The billing experts agreed that the firm grossly over-billed and that the most the corporation should pay was around $75,000.
On behalf of the corporation we offered to pay the firm $100,000 to resolve the billing dispute. They refused to reduce the bill at all. I retained litigation counsel to draft a very detailed lawsuit for billing fraud but not file it. We once again contacted the firm and offered to settle the matter and they refused. I told them that if they do not accept the offer, they will get nothing and the moment they attempt to collect on their bill, the lawsuit for fraud will be filed.
The firm never attempted to collect and never accepted our offer of the $100,000. Since there was no written retainer agreement after two years the statute of limitations ran and the corporation paid nothing. for over 20 years. There were around a dozen litigation matters with average monthly litigation billings of $80,000 per month.
Each matter was evaluated and a new overall corporate litigation strategy was agreed to by the Board of Directors based on my recommendations. Within 12 months of working with the trial lawyers, we were able to reduce the ongoing litigation matters to 1 active case that was heavily managed. This reduced the legal billings down to an average of $5,000 per month saving the client around $75,000.