Business Transactions & Commercial Law
Throughout the life of your enterprise, the firm will represent your company vigorously and effectively, giving you the tools to implement best business practices, including first-rate corporate governance.
Maybe you are a successful sole proprietorship or simply an individual starting up your business. If the time has come for you to establish a corporate entity to limit liability and manage growth, we can discuss your plans and implement an agreed-upon course of action. There is a lot more that goes into good corporate decision-making and proper record-keeping than filing a form with the Secretary of State, and often structures created for businesses with a single stakeholder are entirely unsuitable for businesses with multiple stakeholders.
Based on input from all the stakeholders and their subsequent approval, the firm will tailor operative documents as necessary, for example, a limited liability company operating agreement with preferred return for a class of members, or corporation bylaws and corresponding shareholders’ agreement with restrictions on transfer. On the other end of the spectrum, once the time comes to liquidate your corporate entity, one of the stakeholders will be responsible for winding up the company’s affairs properly, and the assistance of counsel is often needed for that stakeholder to fulfill all their fiduciary responsibilities.
From formation to dissolution, corporations, limited liability companies and partnerships will, in the ordinary course of business, document their relationships with all kinds of counterparties, ranging from customers to vendors to employees. The firm has extensive experience drafting the contracts that govern the day-to-day life of a business, such as:
- supply agreements for critical components;
- purchase agreements with key customers for products or services;
- independent contractor or employment contracts;
- real estate leases;
- manufacturing or R&D agreements, including non-compete and indemnification provisions;
- stock option or other equity compensation plans;
- guarantees and liens;
- distribution agreements; and
- non-disclosure agreements.
The situations listed above are just examples of what the firm can do, and the list is by no means exhaustive. Please contact us to describe your unique set of circumstances and determine whether it makes sense for your business to engage the firm as your trusted corporate legal counsel.
Mergers & Acquisitions
“M&A” is shorthand for mergers and acquisitions, which deals with the purchase or sale of companies. Regardless of whether you are on the “buy” or “sell” side, whether you are contemplating the exchange of stock or the transfer of substantially all of the assets of a company, we can help you prepare your enterprise for this major transaction.
For many stakeholders and executives, the M&A deal will encompass the toughest and most important business decisions that will ever affect their company – therefore, it is crucial to make informed decisions with the help of sophisticated corporate counsel. Whether the terms are all cash, a promissory note, all equity, a mix of cash and equity, or even include a variable such as an “earn out” component, buyers and sellers alike benefit from a confidential analysis of their business objectives, which should be applied to the proposed terms so as to determine which provisions can be bartered and which are non-negotiable.
An experienced attorney can not only help you establish fair pricing, but can also help prevent you from taking on risks, such as making onerous representations and warranties, that are not market standard. Whatever the particulars, when the time comes for an M&A transaction, you should leverage the firm’s experience to maximize your return.
Private Securities & Bank Finance
From managing explosive growth to surviving dramatic shocks to the economy, company management will often encounter the need to raise capital from outside sources. This is especially critical where a company has long term viability but suffers from immediate cash flow shortages, or where attaining certain objectives means allocating finite company resources away from other, equally important tasks.
In some instances, parties will seek to create or dissolve a joint venture with a deep-pocketed or strategic partner, or a company will simply sell a minority or majority position to raise needed capital. Although securities transactions may be exempt from registration, issuers still must comply with disclosure requirements and purchasers perform their due diligence.
The company might choose to sell assets unrelated to its core competencies or offer assets (everything from technology to real estate to receivables) as collateral for a loan. The company might seek out venture capital or investors willing to accept loans convertible into equity, or perhaps management can secure more traditional debt financing such as a line of credit from a friendly financial institution. The firm has closed numerous transactions that address each of the foregoing scenarios.
Details matter, and size doesn’t directly correlate with complexity: whether you are looking for tens of thousands from an SBA loan, hundreds of thousands of seed capital, or millions of dollars from a commercial bank or accredited investors, let us help you successfully navigate the process. From the planning stages through negotiations and closing, the firm will add value and protect your interests.
Technology Licensing
Technology is rapidly changing the face of both business and society at large, and, in response, the number of companies who offer technological solutions to specific problems are proliferating. These developments can be tangible like a microchip or intangible like the chemical formula for Coca-Cola, based on trade secrets like the source code for Microsoft Windows 7 or patentable like certain biotech research. In many cases, companies will focus on doing one or two things, and doing those things better than anyone else. However, a byproduct of this specialization is interdependence – the increasing need to find partners, both in terms of product development and distribution channels.
The firm can help you, as licensor, figure out what limits should apply to the use of your technology, or perhaps assist you, as licensee, in negotiating the most favorable terms and conditions that apply to your use of another party’s technology. A well-crafted license will meet the business objectives of all parties, will reduce risk of misappropriation, and will eliminate many of the ambiguities that inadvertently create loopholes. Who is responsible for maintaining or updating intellectual property such as software? Can the licensee sublicense the technology or outsource manufacturing? Is it a worldwide license, or restricted to a certain defined territory? Are the royalty streams properly defined, and does the licensor receive audit rights?
If your company licenses technology, regardless of the exact details, taking the time to draft the right kind of license agreement at inception will save you substantial time, money and aggravation in the future. Whether you need the firm to create a licensing model for your business from scratch or simply analyze and negotiate an agreement which has been presented to you by a third party, let us help you protect your business’ core value and give you peace of mind.
Representing Executives & Stakeholders
The firm does not seek to represent only corporate entities – every day, individuals (who are usually very committed to accomplishing their professional objectives) are sitting across the negotiating table from companies that often have deeper pockets and more resources. The firm is ready, willing and able to represent individual executives and individual investors in a wide variety of non-litigation commercial settings.
The company you are looking to join or leave as an executive almost certainly has counsel; why should you take the risk of negotiating away rights and benefits without a similarly strong advocate on your behalf? An experienced attorney cannot stress enough the importance of entering into a suitable, written employment contract where “at will” employment isn’t in the executive’s best interests. If nothing else, an executive should understand clearly all the risks and benefits of the package being offered, including severance and equity incentive compensation.
Maybe you’ve found a business you believe in, and you are considering investing funds in exchange for a promissory note or equity stake. Asking for all information relevant to making an informed investment decision is called “doing your due diligence.” Sophisticated corporate counsel will ensure that you are not only asking the right questions, but also receiving accurate responses – even if your capital is somewhat at risk, you should feel comfortable concluding that the possible rewards are worth it before committing to a transaction.
Please don’t hesitate to contact us if you are an executive or stakeholder and feel the firm is well suited to represent you individually and advocate on your behalf.
Other Practice Areas
Even if your needs exceed the scope of the firm’s practice areas (for example, you are in litigation, require tax advice or wish to file a patent), we might still be able to help you ask the right questions, and then, using the firm’s network of legal specialists and other experts, point you in the right direction.