Insights & Analysis


Troy Ortiz Troy Ortiz

The Economics of Percentage Rent in Retail Leases

While the fixed-rent model remains standard, percentage rent offers a unique financial partnership that aligns the interests of landlords and tenants. However, the devil is in the details—specifically in how the lease defines "revenue." In this article, our Real Estate Practice Group breaks down the economics of the "natural breakpoint," the risks of audit clauses, and how to negotiate "Gross Sales" definitions that protect your bottom line without stifling growth.



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Troy Ortiz Troy Ortiz

How Do I Change the Directors on My Corporate Board?

Corporate directors oversee major business and policy decisions. But what happens when your company needs new leadership? Learn how board members are elected, removed, and replaced—and why your bylaws must clearly define the process to protect your corporation.

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Troy Ortiz Troy Ortiz

Blended Property Tax Bills Complicate Co-Ownership in California

In California’s soaring real estate market, co-ownership is a rising trend, but it comes with hidden tax complexities. When multiple owners share a property, they receive a single, blended tax bill that reflects a mix of old and new assessments. Without clear legal guidance, dividing that bill fairly can become a financial and legal minefield. This article explores how Proposition 13, reassessment rules, and ownership structures collide, and what co-owners can do to protect themselves.

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Troy Ortiz Troy Ortiz

How to Resolve Deadlocks in Your LLC

Deadlocks occur when LLC members with equal voting power cannot agree on a major business decision. Because a deadlock can stall operations or put the company at risk, the best protection is a well-drafted operating agreement that explains how voting works and includes clear deadlock-breaking mechanisms. Common solutions include buy-sell provisions, tie-breaker votes by a neutral third party, rotating voting authority, or mandatory mediation or arbitration. If the operating agreement lacks these tools—and the members cannot resolve the dispute—court intervention may be required. Judges can order remedies such as appointing a custodian, issuing an injunction, expelling a member, or dissolving the LLC entirely. Thoughtful planning and strong operating agreement language are essential to prevent business disruption and costly litigation.

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Troy Ortiz Troy Ortiz

What Is a Nonsolicitation Agreement, and Should I Use One?

You can’t stop employees from leaving, but you can limit their ability to take clients or coworkers with them. Nonsolicitation agreements help protect your business from employee poaching and loss of key relationships—when properly drafted. Learn when these agreements are enforceable and how to tailor them to your company’s needs.

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