Corporate & Business Attorneys
We counsel our clients in all areas of business and corporate law, including mergers and acquisitions, private equity and venture capital financings, commercial transactions, debt financings and credit facilities, fund formation and alternative investments, restructurings and workouts, recapitalizations, technology contracting and licensing, securities transactions and securities law compliance, and general business structuring and corporate counseling.
Our business clients consist of start-up, emerging and established privately held and publicly-traded companies, private equity and venture capital firms, individual investors and family offices, entrepreneurs and company executives, commercial and institutional lenders, and investment advisers. We provide sound practical counsel for every life stage for our clients’ business ventures.
Our clients span a wide range of industries, including software and IT solutions, internet, social media, life sciences, including biotechnology, healthcare services and medical devices, energy, technology, transportation and logistics, digital printing and labeling, consumer and retail, telecommunications, investment management and financial services, real estate investment and development, and advertising and media.
At RCCB, we understand business from the inside out. Our Corporate & Business Group attorneys have also served as general counsels and in other roles for businesses, have worked at large firms and small, and, in founding RCCB, are entrepreneurs ourselves.
“We have been in the trenches ourselves, helping businesses start, run, and grow, and we believe that gives us added insight into the needs of our clients, helping us offer sophisticated advice that is practical, efficient, and effective,” said John Royer, RCCB Managing Partner.
We view business in a personal way, from personal experience. We look forward to assisting you with creative practical solutions that fit your goals-and those of your organization.
What we do for your business:
Start-up and Emerging Growth Company Counseling
We counsel our start-up and emerging growth company clients across the broad spectrum of legal and business issues that arise from formation through growth and development into established companies to ultimate exit. Our services for start-up and emerging growth company clients include:
Choosing an appropriate business form (corporation, limited liability company or partnership)
Preparing governance documents for the business (shareholders, operating and limited partnership agreements)
Structuring and negotiating equity and debt capital raising transactions
Friends and family, seed, series “A” rounds and expansion-stage financing from angels, venture capital, and private equity funds
Employment and consulting agreements; restrictive covenant and non-disclosure agreements
Equity compensation plans and award agreements (stock options, restricted stock grants, stock appreciation rights, phantom stock, or profits interests)
Securities law compliance
Drafting and negotiating commercial and technology agreements with key customers and suppliers
We represent issuers, investors, borrowers, and lenders in connection with a wide variety of debt and equity financing transactions. Additionally, our attorneys are experienced in structuring, negotiating, and documenting all types of complex restructurings, workouts, and recapitalizations.
Seed, series “A” rounds and beyond; expansion-stage financing
Convertible note issuances
Debtor and creditor representation on line of credit and term loan facilities, asset based lending, and factoring
Secured transactions (receivables, inventory, equipment, real estate, intellectual property, and general intangibles)
Letters of credit
Restructurings and workouts; recapitalizations
Stock buy-back programs
Structured Finance and Securitizations
Mergers and Acquisitions
We represent buyers and sellers (both private and public), investors, boards of directors, management teams, lenders, and investment banks in various mergers and acquisitions and other fundamental transactions.
Drafting and negotiating non-disclosure agreements, letters of intent and term sheets
Due diligence investigations
Mergers (forward and reverse)
Transactions involving various forms of consideration: cash, debt, stock, earn-outs
Joint venture transactions and strategic partnerships
Going private transactions
Securities Transactions and Compliance
We represent issuers, investors, underwriters, and placement agents in a variety of securities transactions and compliance matters.
Drafting and review of private placement memorandums and subscription agreements and questionnaires
Public company mergers
Federal and state (“blue sky”) compliance for securities offerings
Securities Exchange Act of 1934 Act reporting and compliance, 10-Ks, 10-Qs, 8-Ks, Form 144 filings, Section 16 reporting
Investment company status questions under the Investment Company Act of 1940
Technology Contracting and Licensing
We counsel our clients in all aspects of technology contracting and licensing of copyrights, trademarks, patents, trade secrets, and other intellectual property. We represent licensors and licensees in various industries, including software, biotechnology and medical devices, fashion, and food and beverage.
IT consulting and professional services agreements; statements of work and RFPs
Technology assignments and other transfers, including university tech transfer
Distribution and reseller agreements and other arrangements involving other alternative channels of distribution
Collaborative research and development agreements
Joint ventures and technology partnerships and consortia
Web site terms and conditions, privacy policies, open-source licensing advice
Web and application hosting agreements
Material transfer agreements
services for investment advisers & funds and investors
We counsel advisers on business matters generally and on legal, compliance and regulatory matters arising under the Investment Advisers Act of 1940 and other federal and state securities laws; the Commodity Exchange Act; federal and state privacy laws; ERISA; and other applicable laws and regulations. Among other things, we assist advisers with respect to:
Formation and organization
Investment adviser status questions under the Investment Advisers Act of 1940 and state securities laws
SEC and state registration and disclosure
Regulatory filings, including Form ADV and brochure filings and updates, Form PF filings, beneficial ownership reporting, institutional investment manager reporting and large trading reporting under the Securities Exchange Act of 1934
Investment management and advisery agreements and commercial contracts
Advertising, marketing and social media
Referral arrangements and agreements
Wrap fee programs
Commodity pool operator and commodity trading adviser status questions and registration and disclosure
Compliance programs and compliance policies and procedures
Compliance program audits
Annual/periodic compliance reviews and reports
Mergers and acquisitions
Private Fund Formations and Portfolio Company Investments
We assist our investor clients with the formation of private equity, venture capital, real estate, hedge, and other investment funds and special purpose investment vehicles that are exempt from registration under the Investment Company Act. We also counsel these funds as they make and dispose of investments.
Formation of private equity, venture capital, real estate, hedge funds, and other investment funds and special purpose vehicles
Drafting and reviewing private placement memoranda
Drafting shareholder, partnership, and limited liability company operating agreements
Preparation of subscription packages
Preparation and negotiation of management, placement agent, administration, custody and other agreements
Negotiation of terms with investors
Federal and state securities laws compliance
Private placements of securities/issuer-side representation
Investor representation, including reviewing fund documents and due diligence and negotiating side letters
Venture capital and private equity and alternative investment acquisitions, financings, and dispositions
Registered Investment Companies
We counsel sponsors of investment companies and fund directors and trustees on legal, compliance and regulatory matters arising under the Investment Company Act of 1940 and other federal and state securities laws; the Commodity Exchange Act; federal and state privacy laws; ERISA; and other applicable laws and regulations. Among other things, we provide advice and assistance with respect to:
Fund formation and organization
SEC registration and disclosure
Regulatory filings, including registration statements and updates and periodic SEC filings
Advertising, marketing materials and social media
Investment advisory, distribution, administration, custody and other agreements
Investment company compliance programs and compliance policies and procedures
Compliance program audits
Annual/periodic compliance reviews and reports
Mergers, acquisitions and reorganizations
EMPLOYEE STOCK OWNERSHIP PLANS
We counsel owners of closely held businesses on the use of Employee Stock Ownership Plans (“ESOPs) as an exit strategy. ESOPs afford the opportunity to minimize corporate taxes on earnings and individual taxes otherwise payable by shareholders on their exit. Our advice includes restructuring the company to qualify for ESOP use, designing the equity to be sold to the ESOP, selecting the institutional trustee for the ESOP Trust, negotiating the terms of sale, and the proper investment of the proceeds of sale to qualify for tax free treatment.
General Corporate and Business Counseling
We counsel our clients on all matters of corporate and business law, including entity selection and formation, assisting our clients in complying with corporate governance requirements, drafting, and negotiating contracts for products and services and handling employment matters.
Entity structuring and formation
Corporate, LLC, and partnership governance
Shareholder, limited liability company operating, and limited partnership agreements
Subsidiary or affiliate company structuring and formation
Commercial contract drafting and negotiation, including manufacturing, supply, distribution, marketing referral, resale, and management agreements
Products and services agreements
Non-compete, restrictive covenant, and non-disclosure agreements
Employment and consulting agreements
Independent contractor agreements
Equity compensation plans