Overview of Services
There is no “business as usual” in today’s business environment. This is a time of uncertainty and turmoil in the capital markets, supply chains, service industries, retail and e-commerce industry, health industry, and travel industry. Leaders and entrepreneurs find themselves trying to understand how to interpret contract terms in light of these changing circumstances, and how to determine their rights, obligations, and remedies.
Our firm has experience not only with issues unique to early-stage, start-up businesses and their founders, but also with the multiple, complex challenges that large, established companies face with their workforce, bankers, vendors, suppliers, customers, brand, and reputation.
Our extensive experience analyzing, interpreting, drafting, enforcing, and negotiating solutions within the context of commercial and real estate contracts translates to the efficient and effective guidance clients need to stay in front of all the changes. This includes containing and minimizing the effects of COVID-19 on families, companies, employees, business associates, customers, suppliers, and lenders.
Experience
We advise businesses in virtually all industries and sectors in a wide variety of areas, including:
- Bankruptcy and insolvency
- Real estate
- Mergers and acquisitions
- Asset dispositions
- Corporate restructuring
- Privacy
- Labor and employment law
- Employee benefits
- Equity and debt finance
- Tax
- Securities
- Private equity
- Venture capital
- Workforce health and health care
As a California law firm, we have been on the leading edge of cannabis law from the very beginning of its legalization, advising individuals, businesses, real estate owners, and a wide array of investors in California since 2008. We believe in supporting this rapidly growing industry at all levels. As it continues to develop, we proudly serve as outside general counsel to some of the leading cannabis-related startups and established companies in the state. We provide instrumental counsel and guidance to clients looking to ensure that their cannabis/cannabis-related businesses operate in full compliance with applicable state and local law. Our firm has successfully assisted clients throughout the state of California in obtaining necessary permits, approvals, and licenses. We proudly advocate for industry business groups such as NORML, California Growers Association, and CannaAngels.
Representative Clients
- Dispensary owners and operators
- Real estate owners and developers
- Cultivators
- Agriculture/Land owners
- Distributors
- Biotech companies
- Manufacturers (equipment and consumer products)
- Management companies
- Software and ancillary technology companies
- Non-storefront retailers
- Medical and health care providers
- Angel, venture capital, and private equity investors
- Family offices
- Non-profits, co-ops, and collectives
- Advocacy groups
Experience
- Permitting and licensing at the local and state level
- Choice of entity/business formation (including Benefit Corps) and structuring
- Tax (federal, state, and local)
- Real estate (acquisitions, lending, development, leasing, and management)
- Angel/venture investments
- Securities (private placements and public offerings)
- Debt financing
- M&A
- Intellectual property
- Health law
- Senior care law
- Executive compensation
- Labor and employment
- Construction
- Litigation
- Data security
- Land use
- Administrative appeals/litigation
- Regulatory compliance
There is a divergence between federal law and California state and local laws regarding the legality of the production, distribution and sales of cannabis. Compliance with California and local law is not a defense to a federal charge or indictment.
Integrated Project Delivery (IPD) is a highly effective method for delivering complex projects. Harnessing the knowledge and skill of the entire design and construction team, IPD overcomes many of the dysfunctions documented by the Construction Users Roundtable, the World Economic Forum, McKinsey Global Institute and others. Our attorneys were at the inception of IPD, helping draft the American Institute of Architects, California Council’s ground breaking IPD: A Working Definition (2007 and 2016 update), the American Institute of Architects’ IPD Guide and the definitive text, Integrating Project Delivery published by Wiley in 2017. In addition, we have served as advisory or steering committee members for IPD research projects and white papers.
Although IPD is characterized as a project delivery method, it is most often used in conjunction with Lean principles and processes and utilizing Building Information Modeling (BIM). This is another area were we have taken the lead working with the National Institute of Building Sciences on BIM standards, serving on NBIMS sub-committees, and presenting and participating in Lean Construction Institute programs.
We are proud of our leadership in disciplines that can transform the AEC industry, delivering better value to project sponsors, stakeholders, and the design and construction team.
Experience
- Consultation regarding use of IPD
- Consultation regarding use of BIM
- Lead IPD Workshops pre-contract and for contract negotiation
- Preparation of IPD Agreements and related legal documents
- Insurance counseling
- Serve as project counsel providing legal services and advice to project team
- Serve as project facilitator assisting team in managing IPD project
- Serve as counsel to party in an IPD project
Not only have our attorneys paved the way in IPD, we have executed numerous projects. These projects, located across the United States, Canada and abroad have included:
- Acute Care Hospitals
- Medical Clinics and Medical Office Buildings
- Biotech and Pharmaceutical Facilities
- World Class Theme Park Attractions
- Semi-conductor Manufacturing
- Data Centers
- Software and Tech Facilities
- Financial Service Headquarters
- University Facilities (Residences, Labs, Performing Arts Centers)
- High Schools and other Secondary Education Facilities
- First Responders Support Facilities
- Process and Logistics Facilities
- Net Zero/LEED Platinum Facilities
- Historic Renovations
- Multi-use Development
- Commercial and Office Buildings
This group includes experienced attorneys from the requisite legal disciplines within the firm, who work together to strategize and create solutions for clients. Collectively, they bring the variety of skills and experience required to effective deal with the breadth of corporate governance issues clients face.
In today’s business environment, corporate governance spans a wide range of legal issues, from securities, ethics, and labor to benefits, criminal law, and more. This is why experience in corporate governance is as important as the law itself. Further, when issues are raised, they must be dealt with rapidly. Otherwise, the risk is high that the organization can be tainted and suffer a substantial cost with respect to numerous aspects of its business, including stock price, the ability to borrow, and the ability to attract and retain board members.
Our seasoned attorneys are fully prepared to address issues faced by publicly held, privately held, and non-profit organizations with the keen judgment that can only come from having worked extensively with these issues.
Experience
- Financial disclosure
- Insider dealing and ethical standards
- Increased responsibilities of CEOs, CFOs, and audit committees
- Increased responsibilities of attorneys and accountants
- Whistleblower rules and codes of conduct for employees
- Potential criminal liability
- "Who is your lawyer?" – a serious issue with the new rules
- Limits on employee benefits
- Fiduciary responsibility
Representative Disciplines
- Corporate and securities
- General business
- Ethics
- White collar crime
- Professional responsibility, including both law and accounting
- Labor
- Employee benefits law
- Charitable and non-profit organizations
- Litigation
Hanson Bridgett provides emerging-growth companies with advice and counsel that allows entrepreneurs to devote their full attention to launching, running, and scaling their business. We act as strategic legal advisors to our clients from the earliest stages of forming their business, to negotiating venture capital financings and other strategic transactions, and everyday legal issues that arise in running a business.
In addition, our interdisciplinary and team-oriented approach provides our clients with expertise in areas such as:
- Corporate Governance
- Intellectual Property
- Securities Regulation
- Employee Benefits & Compensation
- Labor & Employment
- Real Estate & Leasing
- Tax
- Privacy & Data Security
- Litigation & Dispute Resolution
This group uses its extensive experience in representing both funds and investors across a variety of areas within the firm to ensure clients receive the most qualified legal advice possible.
This is an area of law that requires a clear perspective of the big picture. Having represented clients on both sides of the table, we have a detailed understanding and keen appreciation of the attendant concerns. This enables us to counsel clients on the practical aspects of organizing and operating a fund while accounting for market conditions and the relative bargaining power of the parties involved. We readily share our insights and the contacts derived from constant interaction with industry players to achieve clients’ goals efficiently and pragmatically.
Experience
Working as a team, we bring experience that spans the entire lifecycle of fund operations and includes:
- Fund organization, formation, and structuring
- Fund investment transactions
- Tax planning
- Restructuring and recapitalizing of portfolio investments
- Liquidation, restructuring, and winding-down of fund operations
- Negotiation of terms and key issues
- General corporate law
- Finance
- Securities
- ERISA
- Corporate governance
- Employment
- Litigation
- Intellectual property
Representative Clients
- Private equity and venture capital funds
- Leveraged buy-out funds
- Hedge funds
- Real estate funds
- Fund principals and sponsors
- Institutional investors
- Pension funds
- Qualified retirement and governmental plans
- High-net-worth individual investors
Since our inception in 1958, we have represented a wide array of nonprofit entities, including:
- Charities (public charities, private foundations, and private operating foundations)
- Social welfare organizations
- Civic leagues, trade associations, and chambers of commerce
- Social clubs
- Fraternal orders
- Fraternal benefit organizations
- Title-holding companies
- Public/private partnerships and joint ventures
- Agricultural cooperatives
- Housing cooperatives
We routinely advise our clients throughout their life cycle, from formation to dissolution. Our typical advice includes:
- Incorporation
- Choice of entity (corporation/trust/unincorporated association)
- Choice of corporation (nonprofit public benefit, mutual benefit, religious)
- Donor advised funds
- California Nonprofit Integrity Act
- Uniform Prudent Management of Institutional Funds Act
- Corporate governance best practices
- Public support tests and related tax planning
- Private foundation compliance, including excise tax issues
- Planned giving; charitable remainder trusts
- Unrelated business income
- Private benefit
- Private inurement
- Intermediate sanctions
- Affiliations with other nonprofit entities
- Joint ventures (for profit and nonprofit, public and private)
- Charitable trust doctrine
- Attorney General oversight and approvals
- Downsizing
- Consolidation
- Loans (tax-exempt and taxable, private and bond financed)
- Mergers
- Conversions (e.g., C corporation to nonprofit public benefit corporation)
- Changes in purpose
- Sales (including bargain sales)
- Leases
- License agreements
- Risk management, litigation
- Bankruptcy
- Dissolution
Philosophy
We consider it our responsibility to be practical. This includes using plain English, arriving at simple, elegant solutions, and giving direct answers. Our mission is to help keep the independent sector vibrant and viable.
Public Advocacy
We remain on the cutting edge of legal developments and routinely speak on current nonprofit issues at ABA meetings and meetings of various nonprofit trade associations. We have also contributed articles on corporate governance, executive compensation, and intermediate sanctions to scholarly journals including The Journal on Taxation, Taxation of Exempts, and The Exempt Organization Tax Review.
Our practice leader is a co-author of the annual edition of the California Continuing Education of the Bar treatise, Advising California Nonprofit Corporations, and a past Chair of the Tax-Exempt Organizations Committee of the Taxation Section of the State Bar. A recognized authority on nonprofit and tax-exempt issues, she testified before the IRS on intermediate sanctions issues and regularly advocates on behalf of the charitable sector.
Representative Clients
- By the Bay Health
- Franciscan Friars of California
- On Lok
- The PG&E Corporation Foundation
- Fine Arts Museums of San Francisco
- San Francisco Performing Arts Center Foundation
- Steinberg Institute
- LeadingAge California
- California Assisted Living Association
- SFMade
- Saint Francis Foundation
- Jewish Family and Children's Services
- Little Sisters of the Poor of Los Angeles
- Keiro Services
- Native American Health Center
- Retirement Housing Foundation
- HumanGood
- Front Porch
- Sequoia Living
- Saban Community Clinic
- Peninsula Volunteer Properties
- Numerous family foundations
California has a long history of air quality regulation, and as a California law firm we have been litigating on the front lines of this area for decades. Our lawyers include former regulators and experienced environmental attorneys who have a wealth of knowledge about how air quality regulations apply and how enforcement works. This experience allows us to develop targeted, effective compliance solutions. In addition, we have long-standing relationships with seasoned technical experts who support our legal team in evaluating compliance concerns.
Air quality laws and regulations pose some of the most complex legal challenges that businesses face. The scope of the regulations range from traditional stationary sources like manufacturers and industrial processes, to truck and vehicle fleets, to indirect sources that attract vehicle traffic like shopping centers and warehouses. Deepening the complication is that these regulations are adopted by the federal government, the state, regional and local governments.
Navigating air quality issues requires a deft touch, and we help clients advance their business interests by monitoring and attempting to improve air quality legislation, regulations, and guidance that impact their operations. We understand that regulatory violations can result in significant penalties, require expensive and disruptive retrofit requirements and, in extreme cases, shut down facilities altogether; as such, our expertise focuses on developing comprehensive and practical defensive strategies.
When litigation is necessary, we defend clients in enforcement actions brought by local air districts, the California Air Resources Board (CARB), and the U.S. EPA. Alternatively, and when circumstances so warrant, we bring litigation against these agencies to advance our clients' interests. Importantly, while we vigorously litigate complex cases, we also focus on resolving matters through practical, cost-effective settlements.
Experience
- Accidental releases (including the CAA General Duty Clause and CalARP enforcement)
- AQMD/CARB/EPA Notices of Violation (NOVs)/Orders for Abatement/Variances
- California’s Global Warming Solutions Act (AB 32) and Prodigies
- Consumer Products
- Construction Portable Equipment and Operations
- Criminal defense and internal investigations
- Hazardous air pollutants (NESHAP/MACT standards)
- Health Risk Assessments
- Indirect Source Regulations/Trip Reduction Strategies
- Stationary Source/Equipment Permitting
- Title V Federal Operating Permits
- Truck and Vehicle Fleet Regulations
Representative Clients
- Agriculture
- Aircraft maintenance and production
- Asbestos abatement
- Bulk storage facilities
- Chemical manufacturing
- Cogeneration
- Construction
- Food manufacturing
- Industrial gas production
- Mining
- Port operations
- Power production
- Rendering
- Solid waste management
- Transportation and logistics
- Utilities
Representative Matters
- Assisted clients with U.S. EPA and CARB audits of transportation fleet for evaluation of compliance with Truck and Bus Regulations
- Represented a multinational chemical corporation in Clean Air Act NESHAP (Hazardous Air Pollutant) rulemaking and in judicial and administrative review of MACT standard
- Represented a food growers’ cooperative in retrofit of cogeneration facility that generated $1 million in emission credits under California’s Cap-and-Trade Program for greenhouse gas emissions
- Defended a company against alleged violations of Clean Air Act and other state and federal laws arising from the accidental release of anhydrous ammonia gas
- Advised a ferry operator regarding compliance with CARB air toxics emissions regulations
- Advised an industrial gas producer regarding the implementation of the Cap-and-Trade Program under California’s Global Warming Solutions Act
- Represented a consumer products company in connection with alleged violations of CARB Consumer Products Regulation
- Provided defense and compliance assistance for a food manufacturer accused of violations of CARB Refrigerant Management Program
- Defended several coal-fired power plants against alleged violations of the Clean Air Act and AQMD rules
- Represented a natural gas-fired peaking power plant in permit negotiations with an Air Quality Management District
- Represented an aircraft operator against charges of testing aircraft engines as a stationary source without an air permit
- Represented a solid waste management site against charges of emitting methane gas without an air permit
- Represented an industrial cleanup site in connection with compliance for emissions from air stripping towers for trichloroethylene (TCE) treatment
- Represented a rock quarry in connection with air emissions compliance issues
- Represented an asbestos removal company in investigation by the district attorney of alleged illegal disposal of asbestos waste
- Represented an asbestos removal company in obtaining numerous permits for the removal of asbestos
Drawing on extensive experience advising companies and individuals in this area, our attorneys are adept at recovering costs from other responsible parties and insurance carriers. We offer practical solutions regarding all types of properties—from gas stations to federal Superfund sites—for clients that include publicly traded companies, regional and national developers, property owners, small businesses, food companies, public agencies, and private investors.
We have dealt with matters pertaining to the most contaminated properties in California, including highly sophisticated transactions and redevelopment projects for some of the largest companies in the country. Our deep understanding of how to help clients navigate the associated complexities in this area of law encompasses local regulatory agencies as well as major ones in California such as the Regional Water Quality Control Boards, the DTSC, and the State Water Resources Control Board.
Experience
- Superfund site remediation, cost recovery litigation, and cost allocation
- Soil vapor intrusion
- Cleanup of contaminated sediments impacted by hazardous substances such as PCBs, heavy metals, and PAHs
- "Brownfields" redevelopment projects
- Groundwater contamination and treatment, including related litigation
- Site closure
- Real estate and M&A transactions involving contaminated properties, including preparation and negotiation of environmental and indemnity agreements
- Military base closure and redevelopment
- PLL policies (both negotiation of terms and tender of claims)
- Emerging contaminants: Per- and Polyfluoroalkyl substances (PFAS); 1,2,3-Trichloropropane (TCP)
- Lead-based paint and asbestos abatement
- Response to Regional Board regulatory enforcement
Representative Matters
- Represented a federal facility in regulatory matters and the cleanup cost related to investigation and remediation of major Superfund site in EPA Region 9
- Advised an aerospace manufacturing company regarding the investigation and remediation of groundwater contamination and potential vapor intrusion issues at its facility; represented the company in regulatory matters with the Regional Water Quality Control Board
- Represented a public entity in the large-scale remediation of lead contamination under DTSC supervision
- Advised private investors regarding the potential environmental liabilities associated with the acquisition of assets of a bankrupt San Francisco manufacturing company
- Represented a property owner in lease negotiations for a commercial/industrial property subject to environmental investigation
- Represented a water district affected by PFAS; successfully concluded a four-year effort to resolve PFAS-impacted groundwater issues with an amendment to the Federal Facilities Agreement
- Represented a real estate developer in litigation against the adjacent property owner and dry cleaner operators seeking damages stemming from long-term groundwater contamination dry cleaner operators seeking damages stemming from long-term groundwater contamination
Hanson Bridgett has significant experience handling Proposition 65 matters. Our attorneys have represented clients in Proposition 65 cases since the Proposition’s inception in 1986. We assist clients with litigation, counseling, and settlement negotiations, and represent manufacturers, distributors, retailers, and trade associations in a wide range of industries both inside and outside California.
We have handled some of the most significant Proposition 65 cases in California and have been successful both at trial and on appeal. We bring experience and zealous advocacy to bear on our clients’ Proposition 65 litigation needs and develop defense strategies that achieve our clients’ business and litigation objectives. In addition, we pride ourselves on our ability to resolve cases without resorting to litigation.
California’s Safe Drinking Water and Toxic Enforcement Act (Proposition 65)
Proposition 65 requires manufacturers, processors, distributors, and retailers that do business in the State of California to comply with specific warning requirements and discharge prohibitions. The standards for establishing a violation are unique, and consequently, require legal advice from attorneys well-versed and experienced in the Proposition. Our attorneys have extensive experience defending Proposition 65 cases and keep up-to-date on the latest legal developments, including proposed regulatory charges with the potential to affect anyone who does business or sells products in California.
Proposition 65 also contains an unusual provision that allows private citizen groups to collect a portion of the fines levied in each case, as well as attorneys’ fees and costs. Our attorneys have defended businesses against dozens of cases brought by these private “bounty hunters,” as well as cases brought by the California Attorney General.
Our firm has provided Proposition 65 representation to companies in a wide range of industries, including:
- Apparel
- Auto parts and supplies
- Consumer products
- Cosmetics and personal care products
- Electronics
- Food manufacturing and distribution
- Jewelry and watches
- Outdoor power equipment
- Plumbing products
- Property management
- Sporting goods
Highlights of Prop 65 Experience
- Acted as coordinating counsel in the first Proposition 65 case decided by the California Supreme Court, People v. American Standard, Inc., for a Joint Defense Group of 23 faucet manufacturers and importers. Our attorneys represented the joint defense group, as well as six separate plumbing manufacturers and importers in the defense of claims that their brass or bronze plumbing products leached lead into sources of drinking water. The case proceeded to the California Supreme Court with Hanson Bridgett attorneys representing a national trade association, the Plumbing Manufacturers Institute, as amicus curiae. We successfully resolved the case on behalf of our clients prior to appeal. In two additional rounds of litigation, we successfully negotiated settlements for our clients. These cases were brought by the Natural Resource Defense Council.
- Successfully defended seven plumbing fixture manufacturers and importers in the first case under Proposition 65 that addressed the testing protocols used to carry the plaintiff’s burden. The case was tried on the issue of whether the plaintiff’s methodology to test for lead leachate from valves was an appropriate test under Proposition 65. The trial court ruled that the test was not appropriate and dismissed the case with prejudice, a ruling that was upheld on appeal (As You Sow v. Industries, Inc., 135 Cal. App. 4th 431 (2005)).
- Successfully forged the legal strategy that was used to bring the American sportfishing industry into compliance with Proposition 65. We represented the American Sportfishing Association defending allegations of lead exposure from fishing tackle. We obtained the dismissal of four companies and negotiated favorable settlements for seven additional companies, establishing a consumer warning program that is fully compliant with Proposition 65.
- Defended a fishing tackle manufacturer in an action brought by a private plaintiff. The case involved allegations that the manufacturer was in violation of a consent judgment that had been entered into with the California Attorney General. After we enlisted the assistance of the California Attorney General in support of the client’s position, the plaintiff filed a dismissal of the action with prejudice.
- Participated as amici curiae counsel on behalf of several plumbing manufacturers in Mateel Environmental Justice Foundation v. Edmund A. Gray Co. This case involved appropriate test methodology under Proposition 65 and the admissibility of the California Lead and Copper Rule.
- Negotiated a settlement with Citizens for a Better Environment in a matter involving coating material that contained hazardous chemicals used on outdoor furniture. The manufacturer agreed to replace its coating materials and to use wood that was certified as environmentally safe.
- Counseled trade associations and numerous individual companies setting up worker safety programs, developing consumer warning programs, and assisting in reformulation of products to eliminate or reduce the amount of Proposition 65 listed chemicals in the products.
- Represented cosmetics company in settlement of private litigation involving shampoo and liquid soap products. The settlement allowed the company to resolve the litigation without the expenditure of significant resources based on the company’s commitment to reformulate its products in a manner consistent with its sustainable business practices.
- Represented a number of major ceramic ware manufacturers in People v. Josiah Wedgwood & Sons. The case involved allegations of lead leaching from the manufacturer’s products.
- Represented electronics manufacturer in settlement of private party litigation. The settlement allowed the company to resolve the Proposition 65 litigation based on compliance with the EU’S RoHS directive, allowing the company to implement uniform global lead-free product standards.
Key Contacts
News & Resources
California's “Hidden Fees Statute” Goes into Effect on July 1, 2024
California Senate Bill 478 comes into effect July 1, 2024. This new law requires a business to advertise the full price that consumers will pay with no hidden fees.
California Senate Passes New Beneficial Ownership Disclosure Bill
California Senate approved SB 1201, requiring corporations and LLCs to publicly disclose beneficial owners from January 1, 2026. This expands federal Corporate Transparency Act rules and mandates biennial reporting of owners' names and addresses, accessible online.
Deadline Fast Approaching for Warehouses to Comply with SCAQMD Rule
Warehouses that between 100,000 square feet and 150,000 square feet are required to submit an "Initial Site Information Report" (ISIR) to the South Coast Air Quality Management District (SCAQMD) no later than July 2, 2024 in accordance with Rule 2305, also known as the "Warehouse Actions and Investments to Reduce Emissions (WAIRE) Program."
The EPA Designates Two PFAS Compounds as “Hazardous Substances” Under CERCLA, Triggering Potential Cleanup Liabilities for Private and Public Entities
CERCLA now requires that owners and operators clean up PFOA or PFOS contamination on their properties.
Is Compliance with Air District Regulations Proving to be Difficult?
Businesses can apply for variances to continue operating despite air rule violations. Variances are subject to hearings which resemble courtroom proceedings, where both parties present evidence and public testimony may influence decisions.
The EPA Finalizes PFAS Drinking Water Limits While California Adopts Public Health Goals for PFOA & PFOS, Which Will Have Wide Ranging Effects
The US EPA moves ahead with new PFAS regulations, which affect public water systems, wastewater treatment operators, and contaminated site cleanups.
Non-Compliant Warehouses at Risk of Civil Penalties of $11,710 Per Day
The South Coast Air Quality Management District (SCAQMD) is actively enforcing Rule 2305 against warehouse operators. January 1, 2024 was a key deadline to report the strategies warehouse operators are committing to implement or the operator’s agreement to pay a mitigation fee based on truck trips.
Corporate Transparency Act: Is Your Company Exempt From Reporting?
The Corporate Transparency Act will require at least 32.6 million companies to register the company and its beneficial owners with FinCEN in 2025. This article discusses in brief the Act’s requirements and the qualifications of certain available exemptions from registration.
EPA Proposes Regulating PFAS as “Hazardous Constituents” under RCRA
The US EPA has proposed to regulate nine PFAS as “hazardous constituents,” which would require considering PFAS during certain hazardous waste investigations and cleanups. The proposed rule would exclude publicly owned treatment works, but would set the stage for further regulating PFAS as a “hazardous waste” under RCRA’s more rigorous “cradle-to-grave” requirements.
Delaware Supreme Court Affirms Ruling Regarding Multi-Class Votes
Delaware Supreme Court held that where a company has a multi-class capital structure, a separate class stockholder vote is not required to amend the corporate charter to adopt officer exculpation provisions because such an amendment does not “alter or change the powers, preferences, or special rights” of such classes adversely.