Business Formations & Corporate Governance

Contrary to misleading claims made by “no frills” incorporation websites (i.e. Legalzoom), there is no one size fits all strategy in choosing the proper entity for your business. Unfortunately, many first time entrepreneurs do not realize their mistake in forming the wrong type of entity until they meet their first outside investor, or when they file their tax returns.

The form of a business affects every aspect of its operation. We assist clients in formation and business planning, and in deciding among the alphabet soup of possibilities- limited liability company, partnership, or corporation (C-corp, S-corp, statutory close corporation). We will closely counsel you on determining the type of business entity best suited for your needs, including an analysis of the tax and non-tax factors of each type of entity. We will also advise you on the proper jurisdiction for your business, and prepare legal documents that are custom-tailored to your specific business enterprise.

Every startup’s success depends on a clear understanding among its founding members. While those understandings are often unspoken and unwritten, it is imperative to have clear written agreements (i.e. “pre-nup” agreement for your business marriage) that provide an objective framework for the different business scenarios that early stage companies often encounter. Our focus is to get to know the client’s needs and goals, and to work closely with the client to achieve the goals in a cost-effective and professional manner.

Once your business is up and running, we are available to remain as your operational in-house counsel to advise you on matters of corporate governance, officer’s & director’s liability, and compliance with all state and federal law requirements. These services are valuable to business start-ups and entrepreneurs for whom investing in inside counsel is impractical. We provide our clients with legal agreements that are designed to protect the client’s interests, including operating agreements, shareholder agreements, loan and security agreements, employment and consulting agreements, and merger/asset/stock purchase agreements.

Business Transactions/ Mergers & Acquisitions

We will also represent you in the negotiation and preparation of business contracts with your clients, vendors, suppliers, and/or business partners. Whether the engagement involves drafting a contract, registering a federal trademark, or planning for the sale or acquisition of a business, we have the experience to complete projects professionally and in a cost-effective manner.

We regularly counsel our business clients on mergers and acquisitions ranging from the purchase or sale of small family businesses to the acquisition of operating divisions or entire enterprises involving complex employment, tax, environmental, regulatory, and intellectual property issues. We also advise clients on protection of intellectual property, tax planning strategies, government regulation, sales & lease transactions, contracts, and employment matters.

Debt & Equity Financing

Many companies have immediate funding requirements and need to enter into financing agreements as early as the startup phase. Our clear understanding of what makes a company attractive to the investment community enables us to offer invaluable guidance in preparing for a financing. We represent early stage companies in the negotiation of seed, Series A, and Series B funding, including the preparation of term sheets and agreements for the sale of stock and/or convertible debt securities. We advise our clients in all kinds of securities-related matters, including:

• Creation of capital structure and related securities law analysis and filings
• 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
• SEC compliance

We also counsel clients through the investor due diligence phase, and represent them in developing an appropriate private placement memorandum, and making the necessary and appropriate disclosures to comply with Regulation D and any applicable Federal or State securities laws. We also counsel investors and other participants in the financing process, including private equity funds, angel investors, strategic corporate investors and placement agents. Our depth of practice in this area has given us a deep understanding of the issues driving the negotiations on both sides of the table, and enables us to provide our clients with sound and practical advice.

Employment

A key element in successful management of employment matters is anticipation and prevention, and developing policies and systems to protect your business from the exposure to crippling employment claims and litigation. We can address potential pitfalls by creating or revising employment contracts, policies and procedures, including:

• Compliance with state and federal wage and hour law, including overtime, meal & rest breaks.
• Employee disciplinary action policies and documentation.
• Paid and unpaid leave policies, pregnancy leave, and Family Medical Leave Act (FMLA) matters.
• Structuring and drafting custom-tailored, legally sound restrictive covenants specific to each client’s business needs, including non-compete agreements, non-solicitation agreements, and confidentiality and non-disclosure agreements (NDAs).

We take an active and ongoing role in protecting businesses against distracting and costly employment claims, which can cost our clients’ focus and money.

Intellectual Property

Intellectual property is the lifeblood of many businesses. Proper attention to obtaining and securing rights during development and then protecting and commercializing the intellectual property is essential for business success. We can assist you in navigating through the various ways of protecting intellectual property, including:

• Registering your trademark with the state agencies or the U.S. Patent & Trademark Office.
• Preparing agreements with employees and consultants that cover non-disclosure, invention assignment and work-for-hire.
• Advising clients on internal policies and procedures to ensure that confidential information and trade secrets will be accorded maximum possible protection.

We also understand that intellectual property licenses have significant implications for the valuation of a business in acquisition transactions or future financing. If you are planning to sell or distribute products or services, we will help you understand how the clauses in a proposed contract will affect your business. We handle various types of technology licensing arrangements, including software licenses, software development and distribution agreements, and network services and data acquisition agreements.

Real Estate

We represent owners, purchasers, developers, lenders, landlords, and tenants in complex matters involving real estate acquisition, development, sales, and leasing. Services include examining title to real estate, providing title insurance, preparing and negotiating contracts for sale, preparing deeds, easements, leases, land installment contracts, notes, mortgages and other security documents. We are also experienced in forming and structuring limited liability companies, general and limited partnerships and other business entities for the purposes of acquiring, developing or investing in real estate.

Estate Planning

What to do with one’s estate is a question which sooner or later confronts all of us. Planning for the passing of one’s estate and provision for loved ones can be straightforward or complex. Tax considerations, the protection of assets from one’s creditors, or from the creditors of intended beneficiaries, can influence estate planning decisions. The appointment of a guardian or conservator for one’s children is often a major concern for parents. Lifetime gifts, trusts (either lifetime or established by will), the structure and ownership of personal and business assets, and the like may be as important as the proper designation of beneficiaries. Retirement benefits and life insurance also play a significant role in one’s estate. Choice of trustees and personal representatives can also be important. The assistance and advice of a competent attorney can serve to make the process less confusing and the result more effective.

A well-crafted estate plan is your assurance that your property will be passed on to those whom you choose and that the taxes and costs associated with your death will be minimized. Even a well-designed estate plan can flounder due to inadequate administration or unfamiliarity with the process.

We have a network of estate planning attorneys who can provide clients with estate planning and administration services, including drafting wills, trusts, powers of attorney, healthcare directives, and charitable gift instruments as well as providing estate and gift tax, family wealth and business succession planning.