We provide a broad range of corporate legal services, which can be divided among three distinct practice groups:

1) General Corporate Matters

Many of our clients are startups or emerging-growth companies and thus cannot afford to employ inhouse legal staff to handle their general corporate matters.  Accordingly, they will retain us to act as their “outsourced inhouse counsel.”  This arrangement has three principal benefits: (i) we develop an in-depth familiarity with our clients’ business, culture and legal needs; (ii) we maintain a long-term relationship, which facilitates efficiency of service (with no additional employee headcount); and (iii) we become an integral part of our clients’ management team.  The specific general corporate services we provide include:

  • Formation of entities, including corporations, limited liability companies, partnerships and business trusts (and preparation of related documentation)
  • Founders’ Agreements, Shareholders’ Agreements, Partnership Agreements, Limited Liability Company Operating Agreements and Buy/Sell Agreements
  • Employment and Consulting Agreements
  • Confidentiality and Inventions Assignment Agreements
  • Commercial Contracts negotiation and drafting, including partnering agreements, services agreements, vendor/supplier agreements and OEM agreements
  • Structuring of equity ownership, including vesting issues
  • Corporate governance, Board of Director matters and voting agreements
  • Equity and non-equity based incentive compensation and option plans
  • Bank documents and agreements
  • Dissolutions and liquidations

2) Corporate Transactions

Our transactional practice is the core of our business.  All of our attorneys have had years of experience handling major transactions at some of the biggest and most prestigious law firms in the country, particularly in the M&A arena.  Accordingly, we understand the key issues and how to get deals done efficiently and at a cost that makes business sense.  We provide extraordinary hands-on service and advice in connection with the following types of deals:

  • Mergers & Acquisitions
  • Financings (see “Securities Law Matters” below)
  • Strategic investments
  • Intellectual property commercialization, licensing and other technology transactions
  • Debt transactions
  • Strategic alliances, joint ventures, outsourcing and other partnering transactions
  • Tender offers
  • Acquisitions of specified assets
  • Leveraged buy-outs
  • Divestitures and dispositions
  • Restructurings and recapitalizations

3) Securities Law Matters

The securities laws are complex and require experienced lawyers to help navigate them.  Indeed, non-compliance with applicable securities laws could result in serious adverse consequences, including a right of rescission for the securityholders (i.e., the right to get their money back), injunctive relief, fines and penalties, and possible criminal prosecution.  We have a strong team of experienced securities attorneys, who assist our clients in all kinds of securities-related matters, including:

  • Creation of capital structure
  • Seed capital financings (including friends & family)
  • Angel and venture capital financings
  • Subscription agreements and “accredited investor” documentation
  • Private placements and related SEC and state filings
  • Reverse mergers
  • IPO’s and other SEC/state registered offerings
  • Fund formation
  • SEC compliance/periodic reporting for public companies