Corporate & Business

We counsel our clients in all areas of business and corporate law, including private equity and venture capital financings, fund formations, alternative investments, mergers and acquisitions, debt transactions and credit facilities, restructurings and workouts, recapitalizations, technology contracting, securities law compliance, and general corporate counseling.

Our business clients consist of entrepreneurs, emerging and established privately held companies, venture capital firms, private investors, commercial banks and other investment institutions and issuers. Our clients span a variety of industries, including technology, life sciences, energy, advertising and media, financial services and real estate.

What we do for your business:

Emerging Growth Company Counseling:
We counsel our emerging growth company clients across the broad spectrum of legal and business issues that arise from formation through development into established companies. We advise our clients on appropriate business and capital structures, including choice of entity (corporate, limited liability company or partnership forms), and raising capital through the sale of equity or incurrence of debt. We also counsel these clients on general employment issues, including drafting employment and consulting agreements, preparing equity compensation plans and award agreements (whether stock options, restricted stock grants, stock appreciation rights, phantom stock, profits interests) and other forms of equity compensation.

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 that are exempt from registration under the Investment Company Act. We assist these clients on all aspects of the fund formation process, including drafting and reviewing private placement memoranda, entity formation, drafting partnership or limited liability company operating agreements, preparation and negotiation of management agreements, negotiating terms with investors and complying with federal and state securities laws. We also counsel these funds as they make and dispose of investments.

General Corporate and Business Counseling:
We counsel our clients on all matters of corporate and business law, structuring private equity financings, assisting our clients in complying with corporate governance requirements, negotiating contracts for products and services and handling employment matters.

Mergers and Acquisitions:
We represent clients in all aspects of mergers and acquisitions transactions, including the negotiation and drafting of letters of intent and acquisition documents as well as the performance of due diligence investigations. We represent buyers, sellers, lenders, investors, boards of directors and management in transactions that consist of mergers, stock transactions, asset transactions, cash transactions, leveraged transactions, earn-outs, reverse mergers and going-private transactions.

Technology Contracting:
We counsel our clients in all aspects of technology contracting. We prepare and review license agreements (whether representing the licensor or licensee), IT consulting and professional service agreements, outsourcing arrangements, technology assignments and other transfers, distribution and reseller agreement and other arrangements involving other alternative channels of distributions, 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, non-disclosure agreements and material transfer agreements

We focus on your company’s specific business needs:

• General Business Counseling

» Entity structuring and formation
» Employment agreements
» Consulting agreements
» Equity compensation plans
» Corporate, LLC and partnership
   governance
» Contract review and negotiation

• Mergers and acquisitions:

» Representation of acquirers,
   acquirees, investment banks,
   lenders, investors, and boards of
   director
» Mergers
» Stock sales
» Asset sales
» Various forms of consideration
   transactions: cash, debt, stock,
   earn-outs
» Reverse mergers
» Going-private transactions

• Private equity and venture capital; alternative investments:

» Private placements of
   securities/issuer-side
   representation
» Investor representation
» Angel financings
» Venture capital and private
   equity transactions
» Seed, series “A” rounds and
   beyond, expansion-stage
   financing
» PIPE transactions
» Venture and hedge fund
   formation

• Debt transactions and credit facilities:

» Debtor and creditor
   representation
» Secured transactions
» Unsecured transactions
» Letters of credit

• Restructurings and workouts; recapitalizations:

» Structure, negotiate, and
   document restructurings
» Entity conversions
» Recapitalizations
» Stock buy-back programs

• Technology contracting:

» Licensing, representing licensors
   and licensees
» IT consulting and professional
   services agreements
» Outsourcing arrangements
» Technology assignments and
   other transfers
» 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
» Non-disclosure agreements
» Material transfer agreements