3500 Douglas Blvd., Suite 200
Roseville, CA 95661


Fax: 916.788.0404


Our mission is to provide our clients the very best legal representation, and to work with our clients and their other advisors to find solutions that address our clients’ specific needs

Spencer Malysiak

Practice includes the planning and formation of corporations, attending annual meeting of shareholders, and board of directors and preparation of corporation minutes for minute book for corporate clients, preparation of employment agreements, fringe benefit policies and plans, planning and implementation of tax-deferred and tax free mergers, reorganizations and recapitalizations, buy-sell agreements and shareholder agreements.  Also, substantial involvement with tax and business planning, corporate and business financing (venture capital and private lending arrangements) and document preparation for the purchase and sale of assets and corporate stock, including current stock repurchase programs.

General Business
Practice includes counseling and preparation of general and limited partnership agreements, limited liability companies and limited liability partnerships, preparation of distributorship agreements, nondisclosure agreements, voluntary and involuntary liquidation and dissolution of entities, general contract law and secured transactions, independent contractor agreements.

Deferred Compensation
Practice includes tax planning and preparation of nonqualified deferred compensation programs such as stock option plans, stock bonus plans, phantom stock plans, stock appreciation rights, preferred stock plans, private pension plans, generally planning under Section 83 of the Internal Revenue Code of 1986.  Practice also includes limited qualified plan tax counseling, as well as planning for Employee Stock Ownership Plans.

Real Estate
Practice includes review and preparation of leases, tax planning and implementation of the purchase and sale of real property, including like-kind exchanges and deferred exchanges.

Estate Planning
Practice includes tax planning and implementation of living trusts, wills, testamentary trusts, irrevocable trusts, irrevocable life insurance trusts, durable powers of attorney, planning and implementation of agreement for incapacity and MediCal, grantor retained interest trusts, charitable remainder trusts, family limited partnerships, tax planning and implementation of gifts and use of the unified credit for both estate and gift tax purposes.  Also active in the field of probate administration and representation.

Tax Representation
Practice includes representation before the Internal Revenue Service, Franchise Tax Board, Board of Equalization, Tax Court and United States District Court.  Representation has included responsible party audits, collection procedures, offers in compromise, wrongful levy actions, tax court petitions and cases, representing taxpayers before the IRS Appeals office, representation of taxpayers during the audit, obtaining private letter rulings and prohibited transaction exemptions.


Practice includes representation regarding business arrangements and transactions, unfair trade practices, shareholder/partner disputes, involuntary dissolutions, and contract actions.

Professional Designations

Attorney at Law: California

Professional Lecturer: Golden Gate University, Sacramento, California.

Courses Taught:
Income Taxation of Corporations and Shareholders
Advanced Corporate Taxation
Taxation of Executive Compensation
Estate and Gift Taxation
Tax Research

Professional Affiliations

Member of State Bar of California - 1978 to present
California Bar Association, Member of Business and Estate Planning Sections
Admitted to practice before all Courts of California, U.S. Tax Court
U.S. District Court, Eastern District of California, and 9th Circuit
Court of Appeals

Career Summary

Taxation Law Practice: The Law Office of Spencer T. Malysiak

Former Associations: Wohl, Cinnamon & Haggedorn, Sacramento and Roseville;
Fullerton, Lang, Richert & Patch, Fresno, California

Academic Summary

Boston University, Graduate School of Law - Degree:  LL.M in Taxation
California Western School of Law - Degree:  Juris Doctor
Board of Editors, California Western International Law Journal
University of California at Davis - Degree:  B.A. (Economics and English


Erik P. Larson
Associate Attorney

Since joining the Spencer T. Malysiak Law Corporation in 2004, Mr. Larson has concentrated his practice in the areas of business litigation, business transactions, and tax and estate planning.

Mr. Larson’s business litigation experience includes interviewing clients, propounding and responding to discovery requests, representing clients in depositions and mediations, arguing motions, and drafting a variety of documents including demurrers, mediation briefs, motions for summary judgment, motions in limine, and trial briefs.

Mr. Larson’s business transaction experience includes representing clients in the sale and purchase of businesses, resolving business disputes short of litigation, and drafting a variety of documents including incorporation documents, partnership agreements, operating agreements, buy-sell agreements, indemnification agreements, employment agreements, leases, and trademark applications.

Mr. Larson’s tax and estate planning experience includes drafting revocable trusts, irrevocable trusts, qualified personal residence trusts, wills, advanced health care directives, and related documents, and representing clients in trust disputes and tax litigation.

In his free time, Mr. Larson enjoys traveling, playing golf, and spending time with his family.

J.D., University of California, Davis, King Hall School of Law, 2000
B.S., La Sierra University, 1997

State of California
U.S. District Court for the Eastern District