Corporate & Transactional
Sand & Saidel corporate law attorneys advise corporations and their officers, directors, and controlling shareholders with respect to the formation, governance, and day-to-day legal problems of such entities. They are required to be true generalists, since their advice may involve such diverse matters as: the proper conduct of the board, its directors, and its committees; executive compensation; shareholder agreements relating to board representation and voting rights; compliance with federal and state regulations affecting the client’s particular industry; commercial contracts with the corporation’s customers and suppliers; the corporation’s sales of securities; relations with the corporation’s accountants, commercial bank lenders, and investment bankers; the structure of the corporation’s joint ventures; communications with the corporation’s stockholders, creditors, and customers; and the preparation of any required periodic disclosure filings with the SEC and IRS.
Additionally, we are well-versed in the broad range of concerns that arise in the process of considering and consummating a deal, often involving regulatory, antitrust, bankruptcy, employee benefits, environmental, labor and employment, litigation, securities, and tax issues. We recognize that, when it comes to mergers and acquisitions, one size does not fit all, and our attorneys take the time to learn your business inside and out, adding value to the process by developing a deep understanding of where your company or organization is, where you want it to go, and how best to get you there. This unsurpassed commitment to our clients has been recognized throughout the industry and informs our work on every matter we take on.
Our areas of focus include:
- Startup counseling
- Formation of corporations, LLC’s and other entities, and preparation of related documentation
- Founder agreements, operating agreements and limited partnership agreements
- Employment and consulting agreements
- Stock option plans and related documentation
- Commercial contracts, including services agreements, partnering agreements, vendor/supplier agreements and reseller agreements
- Structuring of equity ownership, including vesting issues
- Corporate governance, including board of director matters and stockholders’/voting agreements
- Trademark advice and registration
- Draft Bylaws and Board Policies
- Conduct Corporate Investigations
- Board Reporting Compliance
- Review Board meeting agendas and minutes
- Conduct Board best practices training
Many businesses rely upon outside counsel to act as their in-house and general counsel. Sand & Saidel lawyers routinely serve as outside general counsel for both for profit and nonprofit corporations. Working closely with our clients, we gain an in-depth understanding of their business activities and objectives. Because of this, we are able to provide focused, client-centered, and cost-effective advice and counsel on legal issues confronting clients on a daily basis.
In our role as outside general counsel, we typically receive the first call when our clients encounter business issues with legal implications. Acting as strategic advisors to our clients, we work swiftly and effectively with diverse practices throughout the firm to implement the right solutions and resolve the matter at hand with an eye toward the future.
We understand our client’s current business operations, past history, and future goals when acting as outside general counsel, and we provide efficient, thoughtful, and innovative solutions to our client’s business related legal issues.
Our goal in advising our clients in commercial contracts and transactions is to ensure the best interests of their business are preserved. In our role as a strategic partner and counsel in any commercial contract or transactional matter, we pride ourselves in collaborating with clients to develop, negotiate and draft legal documents that will meet their business objectives and address specific concerns, issues, and risks.
Our approach toward commercial contacts and transactions is designed to help our clients consider the long-term and short-term consequences and benefits of each contract or transaction. We pursue a timely, cost-effective, efficient and practical solution that serves our clients immediate and future objectives.
Our attorneys have diverse backgrounds providing our clients with a range of perspectives. As such, we leverage these varied viewpoints to supply our clients with a holistic view of the present contract or transaction as well as the longer term implications.
Having assisted clients across a broad range of industries, in coordination with specialists in our practices, we have drafted and managed execution of commercial contracts and transactions ranging from initial business formation and financing to exit strategies
Leading corporate entities requires boards of directors, committees, and executive officers to navigate and comply with corporate governance issues, regulations, and matters related to change-of-control transactions. Our attorneys offer advice on best practices to help companies comply and maneuver through the proper legal channels. Our practice counsels companies, boards, committees and senior executives on a variety of key corporate governance issues. By understanding our clients’ operations and internal structure, we can then work closely with corporate leadership to provide relevant and tailored advice geared expressly toward aligning business activity with corporate governance requirements and desires.
Regardless of our clients’ industry, a broad range of corporate governance matters must be addressed. Our practice strives to meet these needs, ranging from committee and board structure to guidelines and procedures to managing risk and avoidance of litigation.
Spanning multiple industries, our attorneys complete transactions for private and public companies. We work collaboratively with in-house personnel and coordinate efforts with clients’ investment bankers, local and foreign counsel, accounting firms and other advisers to provide high-caliber, integrated legal advice covering all areas needed for a seamless negotiation and closing process. By taking the time to understand the economic and value-related consequences singular to our clients’ business transactions, our practice works to protect interests and lead in the navigation of a full range of deal options.
Working with our clients to identify the best choice of entity from the start minimizes expense and potential legal consequences resulting from changing business types as the company matures. Whether an existing business or a new venture, our team advises on the positioning of your organization.
When choosing a formation type, our attorneys consider:
- State or country of organization
- Liability limitations
- International, federal and state tax consequences
- Tax elections
- Securities to be issued
- Estate planning
- Ownership and service provider issues
During the planning and implementation process, we strive to provide the most economic and effective entity options for conducting your business.
Additionally, we prepare and file the necessary forms needed to complete the entity formation. These documents typically include Articles and Certificates of Incorporation, Foreign Qualifications, IRS Forms, Bylaws, Operating Agreements, Partnership Agreements and Shareholder or Buy Sell Agreements.
Should your new entity need to raise capital, borrow money or employ key personal, we are able to structure offerings, review loan structures, and construct and prepare appropriate employment agreements. Our team also conducts appropriate intellectual property searches and prepares the required forms needed to protect your proprietary assets.
Calculating future needs into business decisions today is vital to avoiding controversy and minimizing fees and expenses down the road. An exit strategy should be a part of the decision making process when determining the appropriate entity type for an organizations, especially if the venture has more than one owner or investor. Surveying exit alternatives and creating a clear and practical strategy during the formation and planning stages will help to prevent issues down the road.