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 retain us to act as their “outsourced inhouse counsel.”  This arrangement has three principal benefits: (i) we develop an in-depth familiarity with our client’s 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 client’s management team.  The specific general corporate services we provide include:

• Startup counseling, including analysis of current employment documentation and IP issues (if applicable)
• Formation of corporations, LLC’s and other entities and preparation of related documentation
• Founders’ agreements, shareholders’ agreements, operating agreements, partnership agreements and buy/sell agreements
• Employment and consulting agreements
• IP agreements, including confidentiality and inventions assignment agreements, terms of service/use, and privacy policies
• Commercial contracts, including services agreements, partnering 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
• Trademark advice and registration

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.  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 and related securities law analysis and filings (to the extent applicable)
• 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, including SEC Form D
• Reverse mergers
• Fund formation
• SEC compliance