Business entity formations
We may represent the company or a founder because different founders may have different interests. Our services may include assistance with selecting a particular form of entity, choosing a state of organization, planning adequate capitalization, preparing corporate documents, preparing assignments if property as well as cash will be contributed by the founders, preparing a buy-sell agreement because it may be better to plan for the orderly departure of a founder when the founders are on good terms, evaluating whether to operate as an S corporation, selecting an appropriate name, registering a fictitious business name, complying with professional requirements, and complying with securities laws.
Private company financings (equity and debt)
While a financing may provide capital to grow a business, it may also limit the founders’ control of their business and create a future financial burden. Planning may assist with those risks. Documentation may include a term sheet, a note or stock purchase agreement, an investor rights agreement, a right of first refusal and co-sale agreement, and a voting agreement.
Corporate law compliance
After a business entity is formed, it should be operated in compliance with relevant laws. Besides mitigating risk, regular legal counsel should improve investor relations and facilitate a transfer of ownership when appropriate. When an issue arises, we may represent a company, a member of the management team, or someone concerned about the management of the company (e.g., a shareholder).
Customer agreements
Your written agreement should clearly state your rights and duties. It may further your marketing by illustrating your professionalism. While you may adjust your model agreement now and then, it should minimize the time, cost, and risk associated with negotiations.
Distribution and sales representative agreements
Both distributors and sales representatives sell the goods of producers. A distributor typically buys a producer’s goods for resale. A sales representative is a sales agent.
Employment and consultant agreements
We may represent the employer or the service provider with respect to retention, termination, or a former employment arrangement. An employee’s equity in an employer may be affected by the nature of the employment termination, so both the employer and the employee should be familiar with relevant agreements before acting.
Lease agreements (real and personal property)
Whether you have a lease involving your home, your office, your store, or your industrial location, it typically involves a material cost and at least a one-year commitment. Every provision in a lease may have legal significance, and you should know what you are signing. If you are the landlord, besides providing for the allocation of benefits and risks, your lease may be a marketing tool.
Construction agreements
We may represent the builder or the owner. Owners should understand and clearly state what they want and provide adequate compensation in order to discourage issues arising from financial pressure on their contractors.
Succession planning
Once you have a successful business, you should have a plan for transferring control to someone else in the event something happens to you or you wish to step aside. No planning may result in a management vacuum or successors that do not agree on how to operate the business. Either scenario could damage the business and result in litigation.
Business acquisitions or sales
Well before a sale, a seller should have good records, in part with respect to legal matters, so due diligence and possible representations and warranties in transaction documents may be less of an issue. Documentation may address, amongst other things, contingent and delayed purchase payments, covenants not to compete, and the target company’s capitalization, financial condition, liabilities, tax matters, environmental history, intellectual property, insurance, customers, and personnel. While the size of the proposed transaction may affect the sophistication of the transaction documents, a seller may have more opportunities if in a position to accommodate more buyers.
Business dissolutions
Sometimes there is not an interested buyer of a business or the business owner would prefer to close the business. If there are multiple owners, the situation may be complex, especially if the owners intend to open similar businesses after parting ways.
Risk management
Risk management may be pursued with planning, legal entities, insurance, and contracts.
Conflict resolution (non-litigation)
Litigation tends to be an expensive way in which to resolve a dispute and it is not the court’s duty to pursue a win-win solution. An early evaluation of your position may enhance your understanding of your strengths and weaknesses before you start something that you may regret. Even if you have a good case, the cost to prosecute or defend it may be unrealistic. Further, you may deplete limited resources or facilitate unwanted publicity. Since you may have difficulty communicating with the other party because of your conflict, we may be able to better present your positions and proposals.
Insurance
Before litigation, we may address your insurance and further your understanding of what may and may not be covered in part so that communications with your insurer are more productive. Your insurance agent or broker may have a conflict of interest. We may also help you determine whether insurance required in a contract, such as a lease or a construction contract, has been secured.
Matters left to others
Although possibly of interest to a business or a related party, we do not provide legal services pertaining to bankruptcy, copyright, criminal, estate planning, immigration, investment fund, international, litigation, nonprofit, patent, public market, regulatory, or trademark law. We recommend the use of attorneys that specialize in those areas.