Corporate & Transactional
Our corporate law attorneys advise corporations and their officers, directors, and controlling shareholders in many different industries.
We provide personalized legal guidance around formation, governance, and the day-to-day legal needs of your organization.
There is no one-size-fits-all solution to legal services for all corporations. That is why we take the time to understand the ins and outs of your business. Not only in the legal sense, but also the big picture. Where you are right now, where you want your business to go in the future, and how best to get you there. This gives us a wider spectrum of solutions and more of a sense of where to look in order to help you grow and avoid pitfalls.
We provide guidance on matters such 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 your customers and suppliers
- The sale of securities
- Relations with accountants, commercial bank lenders, and investment bankers
- The structure of joint ventures
- Communications with stockholders, creditors, and customers
- The preparation of any required periodic disclosure filings with the SEC and IRS.
Were also 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 take great care in these matters and our commitment to our clients has been recognized industry-wide. This experience provides structure and basis for us to work with for each new case we take on.
Outside General Counsel
Our corporate lawyers often serve nonprofit and for profit corporations as general counsel. In order to make our client’s lives easier, we take our time to learn the ins and outs of their business activities and objectives. In light of this, we are able to provide the best counsel or advice on the legal issues our clients face on a daily basis.
When a client calls us with a business issue that has legal implications, we move fast. We take a look at the issue and utilize our diverse set of practices to find solutions that remedy the situation at hand while positioning them for the future.
We get to know our clients very well. As such, we can provide effective solutions that are tailored to your business and your unique legal issues.
Commercial Transactions
When it comes to commercial contracts and transactions, we aim to ensure the best interests of your business is preserved. We work to develop, negotiate and draft legal documents that align with your business objectives and address specific concerns, issues and risk.
We’ve drafted and overseen the execution of commercial contracts and transactions all the way from business formation to financing and exit strategies. We’ll aim to help you understand the short-term and long-term consequences and benefits of each contract or transaction. Then we work to find a reasonable solution that makes sense for your business, both now and in the future.
Corporate Governance
For any corporate entity, it’s important to stay in compliance with corporate governance issues, regulations, and matters related to change-of-control transactions. Our attorneys work with boards of directors, committees and executive officers to offer guidance on implementing this change through the proper legal channels.
We advise our clients on matters ranging from committee and board structure to guidelines and procedures to managing risk and avoidance of litigation.
Mergers, Acquisitions & Divestitures
We can help your company navigate major transactions such as mergers, acquisitions, and divestitures. We’ll collaborate with in house personnel as well as our clients’ investment bankers, local and foreign counsel, accounting firms and other advisors. We also do a deep dive into our clients business in order to understand all consequences related to each business transaction. These preparations allow us to have a seamless negotiation and closing process while also protecting the interests of our clients and helping them expertly navigate a full range of deal options.
Planning, Choice of Entity and Formation
Planning, forming and selecting an entity for a new business venture can be an arduous process. We seek to make your life easier with our streamlined process.
We work with our clients to identify a cost-effective and easily-evolved entity that minimizes expenses as the company matures. Whether a new or existing business, we will advise on the positioning of your organization so you can rest assured knowing you’ve made the best choice.
Our attorneys take multiple factors into consideration when selecting an entity for your organization. Including:
- 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
We take the work out of your hands by preparing and filing the forms needed to form your new entity. These typically include Articles and Certificates of Incorporation, Foreign Qualifications, IRS Forms, Bylaws, Operating Agreements, Partnership Agreements and Shareholder or Buy Sell Agreements.
If you need to raise capital, borrow money or employ key personnel, we will prep you for that as well. We’ll structure offerings, review loan structures, and construct and prepare appropriate employment agreements.
But we don’t just set you up to get started. We also take into account the future of your organization. And ensure that your organization can move along smoothly without worrying about legal implications that accompany a companies growth or eventual sale.
As such, we’ll conduct intellectual property searches and prepare the forms needed to protect your rightful assets. We’ll also consider an exit strategy when determining the right entity for your organization, taking into account whether your organization has multiple owners or investors. Creating a clear and practical exit strategy during the formation and planning stage will help to prevent issues down the road.
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
- IP agreements, including IP assignment agreements, licensing agreements, confidential information and inventions assignment agreements, and terms of service/use and privacy policy
- 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
