Glossary

8 (a) Development Program

We assist small businesses and minority and women owned businesses obtain the certification they need so that they can get contracts set aside by the Federal Government.



Acquisitions

The Firm assists in due diligence, organizes and drafts necessary documents attendant to business acquisition.


Adjudication

Through effective representation, we help clients reach successful determination of a controversy on its merits in all forums including court, arbitration or administrative hearing.


Administrative Hearings and Appeals

Our Firm has extensive experience in dealing with the intricacies of federal and state governmental proceedings and obtaining reversals of administrative determinations, as well as appeals in state and federal courts.


Administrative Investigations

We provide peace of mind and assist in ensuring the best outcome for clients faced with government investigations and audits by guiding the organization and provision of appropriate documentation and assisting the client through the process.


Administrative Policy

Every business is subject to not only the laws passed specifically to regulate each given industry but also administrative rules and regulations which may impact your business model. In addition to the written rules various departments have administrative policy unique to their area. McCullogh & Associates assists you both in complying with these administrative policies and procedures, as well as taking them into account when making filings on your behalf.


Administrative Proceedings

Not all matters are litigated in State and Federal Courts. McCullogh & Associates has experience representing clients in State proceedings including claims in the State of California Department of Industrial Relations, California State Contractors License Board, California Unemployment Insurance Appeals Board and in the federal venues such as the Federal Court of Claims, FAA Administrative Proceedings and various contract related federal administrative proceedings.


Alternative Dispute Resolution

Often McCullogh & Associates is able to provide a cost effective solution to clients by solving cases out of court through mediation or informal settlement proceedings. In addition, we have the knowledge and expertise necessary to navigate arbitration, which many of today’s contracts now require.


Appellate Law

Our attorneys are admitted to the California Courts of Appeal and the federal Ninth Circuit Court of Appeals and have pursued appeals in both forums.


Arbitration

The proliferation of arbitration clauses in many standard contracts requires effective representation in this alternative forum. We represent companies and individuals in accordance with the rules of arbitration working toward successful resolution of disputes.


Asset Purchase Agreements

Asset purchase agreements may be used for single asset transactions or to effect an acquisition of a company’s assets without the need to negotiate a merger or acquisition of the company. We draft asset purchase agreements with provisions to suit the needs of the client and ensure all the terms of the agreement are enforced.



Bid Protests

McCullogh & Associates is well versed in the fast-paced arena of governmental bid protests, working to bring about successful bid awards for our clients.


Boundary Disputes

We handle a variety of real property disputes including lot line adjustments, easements, and set-backs. Our resolutions range from successful negotiations between the parties to favorable court orders.


Business Formation and Compliance

Our Firm specializes in business from start to finish and everything in between. We are experienced in business entity formation in many states and offer ongoing maintenance and compliance, allowing our clients to go about their daily business and do what they do best without worrying about compliance with state regulations.


Business Transactions

We allow businesses to operate smoothly by providing complementary support of drafting contracts and other necessary documents, filing appropriate disclosures, and ensuring the company’s compliance with state and federal regulations.



CC&R drafting
MMD

Governing documents of homeowners’ associations and common interest developments are important to the smooth operation of the development and require state approval. Our firm has Department of Real Estate approved Master Management Documents including Articles of Incorporation, Bylaws, and Covenants, Codes & Restrictions (CC&Rs) for California Common Interest Developments. We can tailor these approved documents to meet the needs of clients, which enables the client to fast-track through the approval process and shorten the time from construction or conversion to sale of development projects.


Challenges and Appeals

In government and public contracting you may be unsuccessful in a bid or solicitation for reasons that are open to challenge or appeal. Upon rejection of a bid, McCullogh & Associates can assist a client in bringing a challenge to the successful bidder as being either unqualified or non-responsive to the bid, or in some cases, a prompt appeal regarding the awarding agency’s procedure or the successful bidder’s qualifications under the solicitation.


Civil Litigation

McCullogh & Associates protects and enforces our clients’ rights in many different venues. Civil litigation is unavoidable if you are sued but can be a business decision to enforce rights or recover monies owed to your company or to you. McCullogh & Associates’ attorneys are admitted in all state courts in California and all federal district courts. In addition, the Firm can represent you not only in California state appellate courts, but also the Ninth Circuit Court of Appeals for the United States and in the U.S. Court of Claims. In many instances, McCullogh & Associates has conducted litigation for its clients in out-of-state venues as disparate as Washington DC and other states by teaming with local counsel in those states.


Claims by Employees

McCullogh & Associates can advise as to the necessity or advisability of obtaining employment practice insurance and in defending our business clients’ interests when they are accused of violations of public policy such as discrimination, ADA violations and other wrongful terminations.


Compliance Program

We have a comprehensive program in place that ensures our business clients stay in compliance with all state regulations without having to worry about the paperwork. We keep detailed records of all governance issues, send clients reminders, and file all necessary paperwork.


Condemnation Proceedings

As has been reported in the general press, there are nationwide issues regarding the use of eminent domain by local government to condemn and take private property. While there is no doubt that government entities have this power, the usual argument is with regard to the fair market value that you as the property owner are entitled to under the constitution. McCullogh & Associates can assist in obtaining expert testimony and appraisals or even litigate to support a fair award if your property is condemned.


Construction

The President of McCullogh & Associates formerly was a contractor and therefore knows all of the ins and outs of this business. We can provide services from project management to litigating claims.


Construction Defects

The Firm represents general contractors and subcontractors against claims of faulty workmanship. In addition to defending claims for construction defect McCullogh & Associates reviews insurance coverage, tenders claims to insurance carriers and monitors the work of defense counsel hired by insurance companies.


Contract Cancellations

The Firm consults with clients that may be faced with a decision to cancel a contract in order ensure that the contractor or subcontractor is complying with the terms of the contract. We also represent clients in litigation for wrongful cancellation of contracts.


Contract Negotiation

McCullogh & Associates encourages its clients to engage the Firm’s services at the contract negotiation stage to ensure the transaction is properly documented and to avoid costly litigation in the future. The Firm has experience representing clients in contract negotiation involving construction contracts, commercial and residential leases, stock purchase agreements, business purchases, consulting agreements, employment agreements, licensing agreements, aircraft purchase agreements, and purchase and sale agreements under the Uniform Commercial Code.


Contract Termination

The Firm represents clients who are either contemplating terminating a contract or dealing with the repercussions after the contract has been terminated. It is very important that a party who is contemplating contract termination ensure they have strictly complied with the procedure for contract termination and that the facts support contract termination. McCullogh & Associates also represents clients after a contract has been terminated whether it is to defend a party’s termination of a contract or to pursue damages for a wrongful contract termination.


Contractors State License Board

We assist our clients with applications and licensing and can walk our contractor clients through the entire process. We are very familiar with the procedure and have built rapport within the Contractors’ State License Board, allowing us to advocate to our clients’ best advantage.


Copyrights

Of all of the means and methods of protecting intellectual property, copyright provides the least hurdles and/or costs. While ideas cannot be copyrighted, any creative work or novel arrangement can be the subject of copyright protection. These protections extend not only to books and paintings, but also to photographs and software. McCullogh & Associates, as part of a comprehensive business plan, can assist you or your company in securing your rights under the copyright law.


Corporations

Our Firm provides quality, full service incorporation of businesses as well as forming limited liability companies, limited partnerships and medical corporations in many states including California, Nevada and Delaware.


Cost Effective Service

McCullogh & Associates prides itself on continuing relationships with its clients. We are aware that the only way to form those lasting relationships is to provide as cost effective service as possible in any given matter. Strategically, we realize that our clients have business problems, not legal problems and we will recommend non-legal solutions wherever appropriate.


Coverage Disputes

McCullogh & Associates has never encountered an insurer who fails to accept premiums but often encounters insurers that after a loss has occurred attempts to dispute coverage under the policy. Whether you have been denied coverage on a submitted claim to your insurer or you have received a seven page “reservation of rights” letter, McCullogh & Associates is effective in many cases convincing carriers that coverage does exist in spite of their initial evaluation.



DBE’s

McCullogh represents Disadvantaged Business Enterprises (DBEs) defined as small, woman or disadvantaged minority-owned businesses engaged in government contracting. The Firm assists companies in certification as a DBE, represents DBEs in bid-protests and defends challenges to a DBEs status and compliance issues.


Defending Against Attacks

Attacks against your business may take the form of a lawsuit where you are named as a defendant or they can occur as a result of the unlawful action of a competitor in either obtaining your trade secrets, copying your advertising, disparaging your reputation, or any number of other predatory business practices. In most cases, the law provides a remedy for such attacks and McCullogh & Associates is experienced in protecting our clients’ rights.


Dispute Resolution

The original dispute resolution takes the form of a face-to-face meeting with the other party to determine if a compromise can be achieved. When the facts of the matter or the personalities involved make this unrealistic, many parties turn to lawsuits as the standard way to resolve disputes, although they come at high costs both in fees and costs as well as loss of productive time by key employees. Nonetheless, litigation may be less costly in many cases than what is known as alternate dispute resolution, namely mediation or arbitration.


Disputes Involving Disclosures

In any purchase and sale transaction, buyers depend to a greater or lesser extent on disclosures made by the seller. In some cases, such as residential real property, statutes provide the extent of the duty to disclose defects that were known or should have been known by the selling owner. If the seller’s disclosures are insufficient or untruthful, legal remedies can be pursued by the buyer. If you are the seller accused of non-disclosure you will want McCullogh & Associates to inform you of the extent of your duty if any.

Disputes regarding disclosure can also revolve around agreements with employers, vendors, independent contractors and others to hold your trade secrets and confidential business information without disclosure to third parties. Enforcement of these agreements is a familiar task to the Firm’s attorneys.



Easement

Easements in the real property context are rights granted to non-owners of a property to either pass over or make some limited use of the “burdened parcel”. Most often in a title search, the extent and enforceability of those easements may greatly affect the value of the property. Whether you are an easement holder or the owner of “burdened” property, the Firm can describe to you what can and cannot be done under the terms of a recorded or non-recorded easement. Because easements can be created by continued use or may result as an operation of law, analysis of easements does not always stop with a title search.


Employment Law

McCullogh & Associates represents employers in a myriad of employment law issues including preparation of employments manuals, providing advice and opinions regarding wage and hour issues, investigation of harassment and discrimination complaints, defense of employee lawsuits including wage and hour, discrimination, harassment, and appearance before the California Labor Commission.


Encroachment and Trespass

One of the rights you have as a property owner is to prevent those whom you do not invite from using or appropriating any of your real property. As experienced real estate attorneys, McCullogh & Associates can either enjoin or seek damages for such encroachments or, if you have been accused of such trespass, we can assess the legal liability, if any, and the most cost effective solution.


Enforcement of Intellectual Property Rights

Often, the most important asset a company holds is its intellectual property. Whether in the form of patents, trademarks, copyrights, or trade secrets, IP is vital to the company’s continued success. Laws protecting IP date back to the original Constitution of the Untied States, but only serve to protect the value of such property when the holder enforces its rights. Patent, trademark or copyright infringement must be addressed and stopped in order to protect the valuable rights already obtained. Trademark infringement can weaken the trademark and in certain cases can render the mark generic and no longer protectable. To protect IP, sometimes all that is needed is a forceful demand letter, while in other cases stronger measurers are necessary. The Digital Millennium copyright Act provides an enforcement mechanism that can harm an infringer of your intellectual property by cutting to the core of its business. Under the Act, a notice informing the host of a violating website of the website’s infringement of your intellectual property and giving the host a deadline to remove the site or face joint and several liability often results in the cancellation of the site. The Firm can accomplish this result with minimal cost and without the necessity of litigation.


Equine Law

McCullogh & Associates handles a variety of equine related legal matters including drafting all types of contracts related to the horse industry, assisting in the resolution of equine related disputes through counseling, mediation or litigation, and providing incorporation or other business entity formations. We are effective equine lawyers because we possess relevant horse knowledge gained from years of experience in the horse industry as well as the legal acumen necessary to provide superior advice and service.


Estate

Estate is a term used both in the probate of a will and to describe the property of a Trust. It consists of all of the real or personal property that was either funded into a trust or belonged to the Trust or of a will. Essentially it is everything of value. The Firm has experience in working with our clients to protect their assets and come up with the best estate plan that is individual to their set of circumstances.


Experience in California
Most of our practice is in California so all of areas of practice apply here. We have extensive experience in the California courts including appellate court and district court, as well as superior courts all throughout California.


Experience in Delaware

McCullogh & Associates has experience in forming corporations and other forms of entities and continue to keep companies in compliance in the State of Delaware.


Experience in Nevada

The Firm has extensive experience in corporate formation in Nevada. We have relationships with agencies in Nevada that enable us to provide a high end service to our clients. McCullogh & Associates also has extensive experience with drafting purchase agreements and sale under Nevada law.


Experience in Virginia

McCullogh & Associates has a second office in Virginia and so any clients that are back East are welcome to make an appointment and be seen in our new location.



Federal Court of Claims Lawsuit

Patrick McCullogh is admitted to the Federal Court of Claims and successfully represents clients with disputes against governmental agencies in which jurisdiction resides with the Federal Court of Claims.


Franchise and Licensing

Franchising is a form of business in which the franchisor invites others to participate in a proven successful business model with continued structure and monitoring by the franchisor. Rather than raise the capital to open multiple, nationwide locations, the franchisor will instead sell a franchise to an investor/operator. In theory, the franchisor provides training and various other services and business models and monitors compliance with nationwide standards in order to increase loyalty to the brand. Franchisees, in exchange for their capital infusion, share the success of the entire chain through increased sales in their location(s).

Unfortunately, not all franchises are ideal. McCullogh & Associates has experience representing franchisors as well as franchisees in the disputes that often arise between them. This is also a highly regulated area in the State of California.

Often, an arrangement can be entered into that is less than a full franchise, but allows the use of another company’s intellectual property or advertising for a licensing fee. The Firm can assist you in structuring a successful franchise or license agreement and ensure compliance with the terms of existing agreements.


Freedom of Information Act (FOIA) Requests

McCullogh & Associates has successfully made requests to federal agencies seeking documents under the Freedom of Information Act (FOIA). An individual or entity who wants documents from a federal agency when that agency is not a party to a specific lawsuit may obtain records through a FOIA Request. The request, to be successful, must be specific. The success of an FOIA request depends in great part on the experience and skill of the law firm or person drafting the FOIA request.



Government Contract Claims

McCullogh & Associates has extensive experience handling government contract claims including drafting and defending protests, representing and advising government contractors during debriefings, making claims with an agency for costs after a termination for convenience, challenging contract terminations and making and prosecuting claims for equitable adjustments. The Firm also represents government contractors obtain DBE, VBE, HUBZone, or SBA status. Once certified, the Firm can ensure the contractor maintains certification and help defend against challenges to certification.


Government Contractors

McCullogh & Associates has extensive experience handling government contract claims including drafting and defending protests, representing and advising government contractors during debriefings, making claims with an agency for costs after a termination for convenience, challenging contract terminations and making and prosecuting claims for equitable adjustments. The Firm also represents government contractors obtain Disadvantaged Business Entity (DBE), VBE, HUBZone or Small Business Association (SBA) status. Once certified, the Firm can ensure the contractor maintains certification and help defend against challenges to certification.


Government Regulation

No industry is free of government regulation. The challenge is to determine which apply to your business and the formation of a plan for compliance. McCullogh & Associates’ representation of clients in many different industries gives us the ability to assist your business in complying with the law in the most cost effective way.



HUBZone

McCullogh & Associates represents HUBZone qualified contractors including assisting businesses obtain HUBZone status, challenging the HUBZone certification of our clients’ competitors and defending against HUBZone certification challenges. McCullogh & Associates also represents HUBZone contractors with legal issues involving government contracts including bid protests and cost claims against governmental agencies.



Infringement of Intellectual Property Rights

Often the most important asset the company owns is its intellectual property. Whether in the form o patents, trademarks, copyrights, or trade secrets, IP is vital to the company’s continued success. Laws protecting IP date back to the original Constitution of the Untied States, such property is only valuable as long as those rights are enforced. Patent, trademark or copyright infringement must be addressed and stopped in order to protect the valuable rights already obtained. Trademark infringement can weaken the trademark and in certain cases have found that a trademark can become generic and no longer protectable. In some cases a strong demand letter can be effective, while in other cases stronger measurers are necessary. The Digital Millennium copyright Act provides an enforcement mechanism that can harm an infringer of your intellectual property. Under the Act a notice to the host of someone’s website informing them of the infringement of intellectual property and giving them a deadline for taking the site down or being equally liable will often result in the cancellation of the site. This is most often accomplished with minimal cost and without the necessity of litigation.


Insurance

McCullogh & Associates advises clients regarding insurance coverage issues including disputes with insurers, coverage opinions and tendering defense of claims and lawsuits to insurance carriers.


Intellectual Property

Intellectual property is intangible but often forms the core value of a business or personal asset. The primary types of intellectual property are those memorialized in patents, trademarks and copyrights. McCullogh & Associates can assist clients in obtaining copyright and trademark protection for its clients as well as analyze and enforce patent infringement. The Firm does not prosecute patents but will ensure that you are referred to an attorney appropriate to your area of patentable idea.

Intellectual Property may also take the form of trade secrets, which are not recorded with any agency but which nonetheless may be protectable. If you have, or intend to expend significant money or effort in building your customer base in a specific industry or developing specialized processes, you may be able to protect your hard work if you take the proper steps to ensure the court will enforce your ownership. McCullogh & Associates can both assist a business in doing so, as well as prosecute unlawful infringements of your trade secret.


Intervener

In the context of government contracting, if you are determined to be the successful bidder and a protest is filed against the award to your company, McCullogh & Associates is experienced in and qualified under GSA rules to intervene in an ongoing appeal. Typically, a protective order is entered into and McCullogh & Associates can review and generally, but not specifically, describe to you the nature of the appeal and of the contested portion of the bid. The reason for this separation is to prevent competitors from directly finding out the bid of another. Even without divulging the specifics, however, McCullogh & Associates can guide you to a favorable outcome of bid retention.




Labor Laws

One common denominator among successful businesses is good employees. Unfortunately, finding good employees typically requires an employer to encounter one or more bad employees. McCullogh & Associates has experience in representing employers and in advising employers as to all of the many employment issues that apply to California companies. The Firm also has experience in defending companies from discrimination claims, as well as retaliatory firing allegations and workman’s compensation proceedings.


Land Development

The process of changing the use of a parcel to its highest and best use often requires negotiation of a regulatory maze with regard to zoning, CEQA (California Environmental Quality Act), valuation and preparation of environmental impact reports and the marshalling of experts necessary to convince local authorities to allow land development to proceed. Whether in a supporting role or as quarterback, McCullogh & Associates has experience in helping our clients develop their land in a cost effective manner.


Land Use & Zoning

The value of a property to a greater or lesser extent will depend on the zoning and allowable uses of the property in question. In many cases, there are procedures to change some or all of the characteristics of a property proposed for development to qualify the property for a use perhaps not provided for in local land use plans. McCullogh & Associates has represented owners in proceedings in front of local advisory boards, planning commissions and city councils in order to carry forward the clients’ plans for a successful project.


Leases

Commercial leases in particular have grown to be convoluted documents filled with boilerplate but also filled with land mines McCullogh & Associates assists our clients in negotiating commercial leases or in preparing such for their properties to ensure that the best result is achieved.


Licensing

If you are the owner of intellectual property, one of your options is to license it to a financially sound company and collect royalties. McCullogh & Associates can assist you in negotiating a fair price without the burden of raising the capital necessary to exploit your idea fully.


Licensing of Intellectual Property Rights

If you are the holder of a patent, trademark or copyright, you have the right to use, display or hold out your particular property as a brand. Along with the right of use comes the right to license some or all of your rights to another party in exchange for either a one time payment or royalties on a ongoing basis. McCullogh & Associates can assist you in evaluating and documenting such license transactions.


Limited Liability Companies

One of the more recent forms of business adopted by many states is a limited liability company (LLC). In essence, a limited liability company is a partnership that provides liability protection to the members. LLCs were an outgrowth of S-corporations, which for tax purposes “pass through” expenses to its owners. The members of an LLC may all participate in the management of the company without losing their liability protection. Further, an LLC’s operating agreement can provide for as much or as little formality as the members desire.

In California, many businesses cannot be held in the form of an LLC but may have to be a limited liability partnership (LLP) or corporation in order to engage in certain regulated businesses. Furthermore, in California, LLCs are taxed differently from corporations and McCullogh & Associates would be happy to assist you in evaluating the most effective business entity to suit your needs.



Management “Construction”

General contractors have always “subbed” out much or all of the specific tasks necessary to accomplish a construction project. A fairly recent development is firms specializing solely in the management of the construction without acting as the general contractor. Such construction management is generally done for the owner of a property to ensure payment only for work accomplished and for materials on site as well as to ensure that proper lien releases are obtained for all payments made. McCullogh & Associates can assist in the drafting and enforcement of construction contracts or even in the decision by an owner whether or not to use such services.


Mechanic’s Liens

The Firm has extensive experience representing both owners and lien claimants. As counsel for the owner, the Firm analyzes whether the mechanic’s lien claimant has met the procedural hurdles to make a mechanic’s lien claim. When representing lien claimants, McCullogh & Associates advises subcontractors and material suppliers to ensure that the claimant meets the procedural requirements, including timely filing a Preliminary 20-Notice, recording the Mechanic’s Lien within the statutory time frame and foreclosing upon the mechanic’s lien within the applicable statute of limitations.


Mediation

Mediation is a process where a neutral party attempts to assist the parties to a dispute in arriving at a settlement. It is said that the best mediations no one goes away happy. However, it should be realized that a mediator is not like a judge or an arbitrator that will make a decision and who will award one party perhaps everything they are seeking and the other will lose. In a mediation, the idea is to minimize the risk of continued litigation or dispute by arriving at settlement that at least is not as bad as the worst possible result otherwise. McCullogh & Associates is experienced in this process and can assist you in both the strategy and outcome. Mediation is often court-ordered and presents an opportunity to settle the case without the continuing expense of on-going litigation.


Mergers and Sales

In the life of a company there may arise an opportunity to either merger to create expansion or to create capital, or an opportunity to sell the business as a exit strategy for the owner. McCullogh & Associates can assist in either the negotiation or the documentation of such transactions.


Minimize Taxes

McCullogh & Associates does not practice tax law but our experience in enumerable transactions including buying and selling companies, exchanging income producing properties and others allows us to point out areas where our clients minimize taxes due. Where necessary, we consult with or refer to tax attorneys as necessary to achieve our clients’ goals.


Mortgages and Foreclosures

Mortgages, or the pledging of real property for the re-payment of a debt, are as common the purchase of real estate. Advice and review of mortgage documents is offered by the experienced attorneys at McCullogh and Associates. Some mortgages are taken by a selling owner in order to close a gap between available commercial mortgages and the sale price the owner is trying to realize. In particular these transactions, which are not standard for the seller, require legal expertise to avoid later problems.

In the event of non-payment, particularly in a private mortgage, a foreclosure may be in order to preserve the right to seek a deficiency judgment if the property is not worth more than the first mortgage plus the seller carry-back. McCullogh & Associates is experienced in guiding private mortgage holders in these transactions and litigation.



Notary Public

A Notary Public is a public officer authorized to administer oaths, attest to and certify certain types of documents and to take depositions. Our Firm has two notaries on site so that we can offer these services to our clients at all times.


Nuisance and View Disputes

Once a property is purchased, it is the expectation of the owner that they can do anything with that property that fits within the zoning and planning guidelines for that community. However, this does not shield a property owner from allegations of impact on neighboring properties. Typically these consist of claims that the owners’ use of a property is diminishing the neighbors’ enjoyment of their property in some way. Legally this is often termed a nuisance, which is an offense to neighbors. An example would be the playing of loud music all night or the burning of substances that create smoke drifting onto other real property. McCullogh & Associates has experience in both bringing and defending such lawsuits regarding the use of real property.



Optimize the Estate

One of the goals of estate planning is to ensure that the maximum amount and value of the estate is distributed according to the settlors wishes. Primarily, this entails strategies which seek to minimize the death taxes as well as maximize the actual distributions. Planning is the key to optimizing the return to beneficiaries. McCullogh & Associates’ attorneys will seek strategies to minimize taxes, ensure Medicaid availability and otherwise maximize the benefits to the beneficiaries of the estate.



Partition and Quiet Title Actions

Property is often held by several people in common. As these constitute undivided interests, a dispute between the owners may require intervention by the court to partition the property either by sale or by physical separation of parcels.

On the other hand, when a claim is made against property without basis, the owner of the property must clear up such claims to preserve the value of the property and for possible resale in the future. If an easement is claimed for instance against a property but is not recorded or if an encroachment on the property is claimed to have created a right to keep that property, a lawsuit for the purpose of “quieting title” is required. In such an action, the court decides the merits and will issue a judgment which can be recorded stating that either the easement or other issue should be a recorded easement or that there is no basis for the claim and that the title is no longer clouded by these claims. McCullogh & Associates is experienced in handling such claims for either the owner or the claimant.


Partnerships

The Firm provides a full range of legal services for partnerships, including preparation of partnership agreements and litigation of partnership issues including actions for breach of partnership agreements, dissolution and accountings.


Preventative Law

While McCullogh & Associates has a great deal of experience in the litigation arena, it often serves it clients best by keeping them out of these costly proceedings. Our clients are encouraged to call and discuss situations which they recognize may create legal liability in the future so that our attorneys can counsel and guide them at much less cost then trying to defend or prosecute civil litigation at much greater expense.


Project Acquisition

Your business strategy may require the acquisition of real property, resources, or contracts in order to fuel needed expansion. McCullogh & Associates provides cost effective counseling with regard to the strategy of acquiring such projects, as well as negotiations and documentation of the eventual deal.


Project Management

General contractors have always “subbed” out much or all of the specific tasks necessary to accomplish a construction project. A fairly recent development is firms specializing solely in the management of the construction without acting as the general contractor. Such construction management is generally done for the owner of a property to ensure payment only for work accomplished and for materials on site as well as to ensure that proper lien releases are obtained for all payments made. McCullogh & Associates can assist in the drafting and enforcement of construction contracts or even in the decision by an owner whether or not to use such services.


Property Rights

Property rights with regard to real property, refers to those things which can or cannot do with your real property. McCullogh & Associates’ attorneys can inform you of the limits of those rights, as well as whether any of your property rights are being infringed on by adjacent parcel owners or the general public.

There are also property rights that attach to personal property (defined as everything but real property). If you have lost personal property as a result of the unlawful act of others, the property rights can be enforced through either reimbursement to you of the value or in certain cases the return of property.


Protect Our Clients’ Interests

The entire reason for the existence of McCullogh & Associates is to protect our clients’ interests in a variety of business transactions and litigation contexts. As your attorneys, we will ensure that you, the client, make the critical decisions as to how a matter will progress with the best information that we can provide with regard to how you can you protect your interests.



Qualified 1031 Exchange Intermediary

1031 or Starker Exchanges are an IRS approved ways to avoid capital gains taxes upon the sale of property held for income and the purchase of similar property. In order to accomplish this result, the proceeds of the sale of your existing property must be held by an intermediary and not be in your control until you have completed the purchase of your replacement property. The problem that McCullogh & Associates encountered was the quality of available intermediaries and the risk associated with depositing significant sums of money with a virtual stranger. If we have not represented you on the transaction itself, McCullogh & Associates can be your intermediary and who will in most cases reduce your costs for the transaction. The Firm will set up an attorney-client separate trust fund for your money. In this way you can get assurances throughout the process that your money is still available as well as have the assistance of qualified real estate attorneys in documenting and completing your exchange.



Real Estate

The Firm provides a full range of services for the purchase, sale, lease, maintenance and use of real estate. McCullogh & Associates uses its expertise to draft contracts such purchase agreements, leases, easements, Covenants and Conditions and development contracts. The Firm also reviews similar contracts prepared by others to ensure that the clients’ interests are fully protected.


Regulatory Enforcement

Not only can governmental agencies publish rules and procedures for your industry to follow, but many have an enforcement arm which can charge your company with failure to follow their administrative rules. Often this includes an entire system of administrative law judges and procedures for your defense or negotiated settlement. McCullogh & Associates is experienced in representing you in such administrative proceedings and will assist you in minimizing the damage to your business.


Residential Real Estate Transactions

The Firm provides legal advice and review of documents regarding the purchase of residential real estate including review of purchase contracts, escrow instructions and leases. McCullogh & Associates is also a Qualified 1031 Exchange Intermediary.


Risk Management

One purpose of every contract is the assignment to one party or the other. Risk is an inherent part of every business. McCullogh & Associates can assess your business risks and advise you which risks can be minimized and which insured against.



SBA Certification

McCullogh & Associates provides legal advice to clients wishing to be SBA certified. The firm also has experience challenging the SBA Certification of competing businesses and defending clients against challenges to their SBA Certification.


Service Marks

While trademarks protect manufactured goods, service marks protect those businesses that provide services to others. This actually constitutes the greater part of business in the United States. Servicemarks are pursued on behalf of our clients by McCullogh & Associates’ attorneys including counseling on which of the many international classifications service should be sought. Like trademarks, servicemarks must identify the source of services in the minds of consumers and their must be a showing that the servicemark has been “used in commerce” by providing indications that services have actually been provided under the mark.


Shareholder Agreements

Often in the formation of a new corporation, founding shareholders wish to set up either temporarily or permanently agreements between the shareholders which will provide voting blocks and restrictions on sales to protect fledging business. The choice of whether the corporation should be a “close held” corporation determines what can and cannot be included in the shareholder agreement. McCullogh & Associates’ attorneys will counsel you in which terms should be included and draft binding agreements to ensure corporate objectives.


Small Disadvantaged Business Certification Program

McCullogh & Associates represents small disadvantaged businesses regarding all aspects of the certification process. The Firm also represents government contractors in claims involving small disadvantaged businesses (DBE’s) and DBE status challenges.



Tax Deferral

McCullogh & Associates does not primarily do tax law, but through extensive experience has found ways to structure transactions and businesses to ensure that to the legally permissible, taxes may be deferred. In the context of a 1031 exchange this primarily consists of ensuring that all technical deadlines are met to preserve the exemption.


Tax Deferred Exchanges

IRS regulations permit capital gains taxes to be deferred under certain rigorous criteria. This applies not only tax deferred exchanges of real property but also in circumstances where a business is being sold or a new shareholder who might bring needed capital is purchasing stock from a founder. McCullogh & Associates can assist you in ensuring legal deferral of taxes which in many instances will reduce the effective tax rate paid on sale or exchange.


Trial

When all efforts at settlements, either court-ordered or privately conducted have failed, it becomes necessary to actually submit the issues to a Judge or Jury. McCullogh & Associates’ attorneys have successfully tried matters in State and Federal Courts, as well as before Administrative Law Judges.


Trusts

McCullogh & Associates offers a wide variety of estate planning techniques in order to optimize the estate, minimize taxes and avoid the frustration and cost of probate. McCullogh & Associates has the expertise and knowledge to help every client accomplish their estate planning goals, whether for single transaction documents or for more complex and dynamic situations.



Unsuccessful Offeror

McCullogh & Associates has extensive experience representing unsuccessful offerors in bid protests against governmental agencies. This highly technical area of law demands that the contractor or its counsel be familiar with the many regulations that regulate government contracts. McCullogh & Associates has successfully represented in Bid Protest in both as a protestor and as an intervener.




Will

Our Firm offers the drafting of Wills as part of the estate planning options. A will is a declaration of how a person desires his property to be disposed of after his death and is one option to consider.