Jerry J. Goldstein

I was born and raised in Los Angeles, California. I received a B.S. degree in 1966 from The University of California Berkeley, and a J.D (Doctor of Law) in 1974 from the University of San Francisco School of Law in San Francisco, California after serving for over four years as a Captain in the United States Air Force. Initially, I worked as an associate with a medium-sized but highly prestigious law firm in San Francisco, California, before joining a small firm as a partner.

From 1980 until 1982 I served as an associate with a large corporate law firm in Los Angeles, California, before leaving to focus on managing a boutique winery in Napa, California which an associate and I had formed in 1979 prior to selling a publicly traded winery in 1986, and subsequently at a restaurant and brewery in Los Angeles, California, established in 1990. In 1992, after an earthquake closed the business, I left to open my own solo practice in Los Angeles, California, before opening an office in Orange County, California, in 1996, and subsequently moving to and opening an office in Palm Desert, where I remain to this day. Although situated in the Coachella Valley of California, I have and continue to represent business clients in Los Angeles, Orange, San Diego, Riverside, San Francisco, and Alameda Counties in California as well as business clients in Arizona, Texas, Florida and New Jersey.

Why Should You Contact Me?

You should consider contacting me if you are asking any of the following types of questions:

• I conduct a business as a sole proprietorship, and my work or products may occasionally result in a claim or lawsuit. How can I protect my personal assets if I am sued? Is insurance enough?
• If I form a company, what form should it take? Corporation? Limited Liability Company (“LLC”)? Partnership? Sole proprietorship? Joint Venture?
• What are the advantages of a corporation versus an LLC, and when is the formation of one form or the other most appropriate for your business? What are the cost differences?
• What is a fictitious business name (“DBA”)? Why is it necessary? Where do I make the filing?
• I want to form a corporation, and my accountant says it should be a “Subchapter S” corporation. What is this? How do you create this type of corporation?
• I’m considering buying a company that is in corporate form. What are the advantages of buying the company’s assets versus its stock? What do I look for in due diligence? What agreements are necessary?
• I am forming a company with my new partner. Everything looks great today, but what happens if the business starts to fail or one of us wishes to leave? I’m told that a “buy-sell” agreement or the more comprehensive “shareholder agreement” for a corporation (or "operating agreement" for a limited liability company) is used for this sort of situation. Can you help with this?
• I’ve located the perfect property for my business, but I just looked at the lease proposed by the owner. It’s ten pages long and full of “legalese.” Can you help me understand the document and point out any pitfalls? What if I want to make changes?
• My business has seen some lean times lately. I have had to let some employees go, but I would like to hire some of them back on an hourly basis. I want these to be independent contractors. I’m told the IRS, and more recently, the State of California, like to classify these persons as employees and penalize the “employer” for failing to withhold taxes from employees' wages. How can I prevent that?
• I already have a corporation for my business. I am seeking new investors. What do I have to do to offer shares to investors? In California? Nationally?
• Prospective investors want to see detailed, non-public information about my company. Is there some sort of agreement you can recommend to protect the confidentiality of this information? If these prospective investors decide not to proceed with a transaction, can I keep them from competing with me in the markets I serve?
• I’m seeking an SBA loan for my business. I’ve just received the documents. They are overwhelming! Can you help me with these?

Why Should You Hire a Solo Attorney and Not a Larger Firm?

When considering a lawyer for your business needs, you may be tempted to seek a large, “prestigious” firm, thinking that this will ensure superior service. However, this may not necessarily be the case. A solo attorney has more limited resources and must take steps daily to prevent waste of time and money. A solo attorney also has lower overhead to cover and can charge lower rates than a larger firm.

In a solo firm, I am the attorney who will handle your matter, not a young associate you have never seen. In addition, I am not accountable to anyone else for my time. I also offer greater transparency and availability than you will find in a large firm.

Finally, in working with me, I hope you will find that you are getting to know a decent human being.