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A dynamic approach to partnering with our clients

Brown Gee & Wenger LLP is a San Francisco Bay Area boutique business law firm which was formed and focuses on a value-add approach to the needs of mid-sized and startup business clients and their executives.   


Our clients are regional, national and international, and our resources include our global network of legal professionals within the Alliance of Business Lawyers.    


Our attorneys work throughout the business life cycle from the formation of startups and new legal entities, structuring business ownership and forming joint ventures, protecting intellectual property, advising and defending employers with sophisticated employment practices, negotiation of sophisticated business and real estate transactions, drafting contracts, serving as outside general counsel, pursuing and defending business litigation including mediation and arbitration proceedings, as well as planning and structuring business owners’ “exit” through the transfer of ownership and sale of our client’s businesses.

Industries We Serve

  • Manufacturing

  • Residential & Commercial Real Estate Development

  • Construction & Homebuilding

  • Software and Hardware

  • Hotels & Hospitality

  • Food & Beverage

  • Natural and Organics

  • Medical and Healthcare

  • Life Sciences and Biopharmaceutical

  • Retail & e-Commerce

  • Professsional Services

  • Brokers

  • Business Owners

  • Investors

Corporate & Business


We work on all manner of everyday contracts for companies and sophisticated business transactions.

  • Start-up and growth company representation

  • SAFEs, debt (including convertible note financings) and equity financings

  • Mergers and acquisitions

  • Asset sales

  • Angel and venture capital representation

  • Product purchase and sale agreements and purchase orders

  • Independent contractor, vendor, and consulting agreements

  • Master service agreements and statements of work

  • Hardware and software development agreements

  • Joint ventures

  • Distributorship and channel agreements

  • Web sites, web commerce and SAAS Agreements

  • International – EU, China, Korea, Singapore, Japan, Taiwan

  • Licensing and distribution agreements

  • Sponsorship and naming rights agreements

  • Management and exclusive venue booking agreements

  • Artist contracts and production agreements

  • Publishing contracts

  • Other complex business transactions

  • Business entity choice and formation

  • Capitalization strategy

  • Corporate governance

  • Stock option plans

  • Executive compensation

  • Employment and separation agreements

  • Serving as company general counsel

Business Transactions

Corporate Law

We team up with you to structure your business from the ground up.  We work with startups on business formation to established companies on financing arrangements.

  • Entity Formation – Corporations, LLCs, Partnerships

  • Preparation of Customized Bylaws and Operating Agreements

  • Buy-Sell Agreements

  • Corporate recordkeeping – Minutes, Resolutions, Stock Records

  • Mergers and Acquisitions

  • Due Diligence Support

  • Stock and Asset sales

  • Financing Strategy and Execution

  • Promissory Notes

  • Equity Investments

  • Capital Formation

  • Investor Support

  • Private Placement Memoranda

  • Seed and Early-Stage Funding



Your people are among your most important assets.  We understand that you want to treat your employees fairly and retain your best personnel.  We provide strategic advice in risk situations and forcefully litigate to help you get there.  


We work with management to implement company policies and help you understand your obligations to the workforce.  We represent employers in most every type of workplace dispute.

  • Executive compensation

  • Hiring, Performance Management, Termination

  • Discrimination and Harassment – Title VII, Fair Employment and Housing Act and Wrongful Termination Claims – sex, race, age, national origin, disability and medical condition

  • Federal Equal Employment Opportunity and California Department of Fair Employment and Housing Investigations

  • Whistleblower and Retaliation

  • Employee Leave Laws – Family and Medical Leave and California Family Rights Act Issues

  • Policies, procedures and handbooks

  • Wage and hour –meal and rest period issues; employee misclassification – exempt and non-exempt status, employee v. independent contractor; unpaid wages, overtime, commissions, and vacation

  • Fair Labor Standards Act and California Labor Code Violations – Federal Department of Labor, California Labor Commissioner and Division of Labor Standards Enforcement Audits, Investigations, and Hearings

  • Prevailing Wage Issues

  • Trade Secrets and Unfair Business Practices – non-competition, founder disputes


Outside General Counsel

We serve as trusted advisor and general counsel to our clients who do not have a dedicated legal department. We develop long-term relationships and get to know our client’s businesses.  Through teamwork with our clients' management team, we can provide efficient, comprehensive service - from the inside perspective.

As Outside General Counsel, we are dedicated to developing a deeper knowledge of our clients' business, putting us in position to better anticipate issues and move quickly to address and respond to risk.  Where appropriate, we find we can move away from the hourly billing model and instead establish fixed pricing, not to exceed ceilings on fees for an established scope, or create monthly retainer fee arrangements to address the business need for more predictable legal costs that fit our client's budget.

  • Corporate Organization

  • Parent and Subsidiary Management

  • Insurance Coverage

  • Human Resources, Personnel Management, and employment law

  • Intellectual Property Management

  • Contract Review, Negotiation, Preparation, and Risk Management

  • Overall standardization of contract process and forms, policies and procedures

  • Overhaul and Implement Best Practices for Policies and Procedures

  • Attend Management Meetings

Outside General Counsel

Intellectual Property

Our business and litigation attorneys have deep experience working with business clients and entrepreneurs to develop and protect intellectual property in diverse industries, including technology, publishing, food, apparel and the life sciences. These protections are global, and we are involved in the protection of IP across borders, including in Europe and China as well as North and South America.


Our attorneys work alongside our clients in the effort to unlock the value of their creations through licensing and other forms of business transactions.


Our work ranges from the protection and management of portfolios of IP to litigation where we defend our client’s creations.

  • Brand Protection

  • Commercializing and Monetizing Intellectual Property

  • Copyright – registration, licensing and litigation

  • Development, Channel and Distribution Agreements

  • Joint Ventures

  • Proprietary Invention Agreements; Common Law and Statutory Claims

  • Trade Secrets – advice and litigation; Confidentiality and Non-disclosure Agreements

  • Trademark – search and selection, registration, licensing, and infringement litigation



Our legal work is performed in California but our clients draw upon our experience and our network of global resources to address business issues regionally, nationally and internationally.    We are regularly working with clients whose principal offices and headquarters are in other countries, helping them establish subsidiary or affiliated business entities in the United States, primarily in California or Delaware, and qualifying to do business in any or all of the 50 United States.  We appear to pursue or defend litigation involving foreign and overseas business entities and individuals, working in tandem with legal professionals from other countries.  


In our work with the global community of clients, we have found that our fundamental emphasis on being responsive to customer service helps greatly.  We work hard to avoid having client needs and direction “lost in translation”, whether that involves language, culture or distance.


Brown Gee & Wenger LLP is a proud member of the Alliance of Business Lawyers which boasts over 50 member law firms from Europe, Asia, South America and North America.  With our colleagues in the ABL, we seek to help our clients with effective legal solutions that address challenges and opportunities beyond our borders.



We fight to win. We are intensely committed to our clients and are passionate about results. We work with our clients early to resolve disputes ahead of litigation. When litigation is necessary, we combine our legal expertise with a deep practical knowledge of our clients’ businesses to develop to the right strategy for that problem. Our talent is finding efficient solutions and focusing the battle on the issues that matter.

Our legal team takes on critical, complex, multi-party, high-stakes litigation and difficult cases. We also work on cases that can be resolved with a phone call, utilizing the right leverage. The goal is the result. We have an impressive track record in civil litigation, trials, arbitrations, mediations, special master and government agency hearings and deliver results that win the war.

  • Business and Corporate

  • Employment

  • Intellectual Property

  • Real Estate and Land Use


Real Estate and Land Use

Our real estate experience is broad and deep. We have worked with virtually every type of real estate business on every type of real estate matter. Our clients have included commercial, mixed-use and residential land developers, public homebuilders, national hotel and motel chains, public utilities, commercial and industrial landlords, real estate brokers, and private owners with real estate holdings.


We work on entitlements, land sale agreements, leases, prosecute and defend eminent domain actions, and complex construction disputes. Our attorneys are leaders in the builder industry groups and regularly counsel executives of multi-billion dollar ventures.

  • Purchase and Sale – transactions and litigation

  • Land use –planning, zoning, entitlements, compliance and project approvals

  • Impact Fees on Subdivisions

  • Infill and Raw Land Projects

  • Development Projects and Development Agreements

  • Eminent Domain / Inverse Condemnation

  • Leasing – lease agreements and negotiations, commercial landlord tenant disputes

  • Commercial Real Estate Broker Disputes, Agreements, and Commissions

  • Complex Residential and Commercial Construction Disputes

  • Developer, Contractor, Subcontractor, Supplier Disputes and Master Vendor and Trade Agreements

Real Estate

Representing Start-Ups

We are uniquely attuned to the legal and financing needs of early stage growth companies. We offer free initial consultations to student-related businesses, and are willing to be flexible in structuring creative payment arrangements for promising enterprises.

We have years of experience representing start-up and emerging growth companies. We advise on all typical issues facing the early stage company, whether a fast-growth technology or internet innovator seeking venture capital, or a slow-growth family run business.


We help with choice and structuring of legal entity, issuance of securities to founders, other service providers and outside investors, protection of intellectual property, including entity names and trademarks, raising capital through bridge loans, seed capital rounds, venture rounds and private placements, and negotiating and drafting technology licenses, supply contracts, reseller and distribution agreements, and independent contractor agreements.

We also advise on appropriate strategies for attracting investment, and the "do's" and "don'ts" of dealing with outside investors.

We have developed an efficient approach to entity formation, issuance of initial equity and creation of the early stage forms of agreements, benefit plans and company charter documents, to address all the normal, recurring legal needs of an early stage entity. We also provide senior advice as needed to insure that each client benefits from our collective experience.

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