Mergers, Acquisitions and Sales of Businesses
Purchases and sales of businesses. Asset and stock sales. Mergers and tax free reorganizations. Purchases by management. Transfers within families and succession planning. Spin-offs and divestitures. Purchases and sales of divisions and subsidiaries. Pre-acquisition and sale planning, Letters of Intent and deal memos. Due diligence.
Startups And Formation of new Companies
Advice on company formation, choice of entity and jurisdictional issues. Advice on the difference between a C corp, S corp and LLC. Forming the company. Issuing equity to the team. Employment and independent contractor agreements. Intellectual property agreements and assignments. Shareholder and Operating Agreements. Stock options. Capitalization and Cap Tables. Strategic partnerships. Strategic advice to help maximize attractiveness to investors. Business plans and pitch decks. Mentoring. Relationships with funders. Representation in angel, Series seed and "A" financing rounds.
Licensing and Intellectual Property
Trademarks and copyrights. Rights acquisitions. Licensing. Negotiation of royalties. Protection of proprietary IP. Development contracts involving IP. NDA's. Trade secrets. Confidentiality, and Non-solicitation agreements.
Contracts
Negotiation and documentation of business deals with financing partners, manufacturing, supply chain, professional services, distribution, logistics and event contracts. Strategic partnership agreements. Contracts with customers, suppliers, vendors and subcontractors. Equipment leases and purchases.
Outside General Counsel
We act as a full service law firm for companies of all types who require frequent legal counseling and assistance with business deals, employment matters, IP, business loans and business disputes but who do not wish, or can not afford, to employ full time in-house legal staff.
Corporate SERVICES AND GOVERNANCE
Formation of corporations, LLC's, partnerships and joint ventures in various jurisdictions. Buy-Sell agreements. Stock options. Executive and Incentive compensation. Shareholder, LLC operating, partnership and joint venture agreements. HR, IP and contract negotiation and documentation. Compliance with corporate formalities, corporate meeting minutes. Private placement memoranda and securities matters.
We counsel management, directors and stakeholders on all aspects of corporate governance including legal and ethical responsibilities, obligations to minority owners, potential conflicts of interest and regulatory compliance