Corporate and Business Transactions


At Wagner Kirkman Blaine Klomparens & Youmans LLP, our corporate and business attorneys provide a wide range of services. From advising sole proprietors on choosing the right form of business entity to operate, to helping large organizations restructure and adapt to changing markets, business opportunities and tax laws, we offer the breadth of knowledge and depth of experience that clients can rely on when the need for quality legal advice arises.

We specialize in:

Having grown with our clientele over the past 35 years, we can offer extraordinary insight into what works (and what doesn’t work) in transactions ranging from hundreds of thousands of dollars to millions of dollars. We welcome the opportunity to help you add value to your business, and make certain you are prepared to handle the problems that come with running a business on a daily basis.

Corporate Practice

Formation, Operation and Reorganization

No other firm in Sacramento combines strategic business needs with the practical market and taxation law savvy required to solve problems that business entities face every day. We help corporations, partnerships, limited liability companies, and limited liability partnerships get the expertise they need to handle the most challenging business problems.

Our firm counsels a wide range of business professionals including:

  • Corporate boards of directors and shareholders
  • General partners and limited partners
  • Corporate officers and employees
  • Limited liability company managers, company members, and partners

Specifically, we handle all aspects of corporate, partnership and limited liability company formation, operation and reorganization, and all tax issues relative thereto.

Whether we’re working with individuals interested in forming a start-up corporation, serving as general counsel to a more established corporation contemplating restructuring, or help any other type of business, our corporate practice attorneys offer the experience and expertise to get the job done right.

Liquidation and Dissolution

We provide the expertise you need to separate or consolidate your operations. We have separated shareholders, partners and limited liability company members who have (voluntarily or involuntarily) determined it was time to unwind a corporation, partnership or limited liability company. We can accomplish this by way of dissolution, spin-off, split-up or some other form of reorganization.

Mergers and Acquisitions, Plus Asset Purchases and Sales

For mergers and acquisitions, we have represented the acquiring corporation and the disappearing corporation, as well as spin-offs and dissident shareholders. Since some asset purchases and sales are structured as a merger or acquisition, we have represented buyers, sellers and investors—whether acting individually or as corporations, partnerships or limited liability companies in these transactions.

Corporate Governance

Whether advising an individual shareholder, partner or limited liability company member with respect to their rights to vote, to participate in management, or to receive reports, dividends or other distributions, we provide the highest caliber, comprehensive legal services available with respect to all aspects of corporate governance.

Business Transactions

Customer, Consulting, Employee and Independent Contractor Contracts

Having represented clients on both sides of the table (as counsel to both the customer, consulting, employee or independent contractor, and as counsel to the corporation, partnership, limited liability company or sole proprietor seeking a contract with a customer, consulting, employee or independent contractor), we have plenty of experience in advising what is best for our clients, and can help the them satisfy both their business and tax concerns.

Buy-Sell and Non-Competition Agreements

An often overlooked issue when putting a business entity corporation, partnership, limited liability company or limited liability partnership together is how to separate a shareholder, partner, limited liability company member or limited liability partner when that is appropriate.

Again, having represented clients on both sides of the table, we can see what is best for the client and how to get what the client wants to satisfy both their business and tax concerns.

We can help you negotiate in one of two ways:

  • During the buy-sell or non-competition agreement “up-front” on the formation end
  • When it’s time for the parties to go their separate ways

Moreover, we can achieve this with minimal adverse impact on either the heirs and assigns of a deceased shareholder, partner, limited liability company member or limited liability partner, or the corporation, partnership, limited liability company or limited liability partnership which might be losing a “key-man,” “key-woman” of other key employee.

Trade Secret and Intellectual Property Agreements

In today’s high-tech environment, it is critical for a corporation, partnership or limited liability company to protect and preserve their trade secrets and intellectual property. We have the experience and expertise necessary to ensure that your business is prepared to deal with these issues, and that your trade secrets and intellectual property are fully protected despite the changing business landscape.

Commercial Loans and Secured Transactions

We have extensive experience in all aspects of commercial loans and secured transactions, representing both borrowers and lenders. We can draft a variety of notes including:

  • Installment notes
  • Simple notes
  • Balloon notes
  • Secured notes
  • Unsecured notes
  • Guarantees

We can also help with:

  • Guarantee agreements
  • Security agreements
  • Pledge agreements
  • Financing statements
  • UCC filings

This is in addition to the more common real estate loan documents that we cover, including:

  • Security agreements
  • Deeds of trust
  • Assignments of rents
  • Fixture filings
  • Reconveyances

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10640 Mather Blvd., Suite 200, Mather, CA 95655 | (916) 920-5286
1350 Treat Blvd., Suite 400, Walnut Creek, CA 94597 | (925) 478-7308