Practice Areas

 

Serving clients in numerous industries including:

Software, Green Tech, E-commerce, Healthcare, Manufacturing, Engineering, Real Estate, Retail, Restaurants, Transportation, Automotive and Professional Services.

 
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Emerging Company Issues

We represent a start-up ventures in a wide variety of industries. We advise company founders on entity selection, organizational structure, initial fundraising, protecting intellectual property and other issues to help best position their companies for growth and success. We enjoy working with entrepreneurs to help bring their ideas to fruition.

 
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Outside General Counsel

We frequently act as outside general counsel to small and midsize private companies. This representation typically focuses on business transactions and preparing agreements, but also frequently involves dispute resolution and advising clients on selecting other professional advisors when needed. 

 
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Corporate Governance

We counsel business on the rules, practices and processes for directing and managing their operations. This includes electing and removing directors and officers, providing liability protection for directors and officers, communicating with shareholders, investor relations and a variety of other topics related to good governance and efficient operations. We also counsel companies that have disputes among owners and frequently help them resolve such disputes through a negotiated buy-out or some other change to ownership and management.

 
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Corporate Finance

We advise companies on debt and equity financings to fund their operations and expansions.  We assist companies in structuring offerings, preparing offering documents, negotiating with investors and complying with federal and state securities laws. Our work in this area includes initial fundraising for startups, funding by angel investors, private offerings, bank financings, venture capital investments and private equity financings.

 
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Mergers & Acquisitions

We advise both buyers and sellers in mergers and acquisitions ranging from under $1,000,000 to over $70,000,000 in transaction value. We also assist clients planning for an acquisition or sale and in selecting the optimal transaction structure for business and tax purposes. We also help assemble a team of professional advisors when warranted to advise in areas outside of the firm’s practice.

 
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Joint Ventures

We advise companies on structuring joint ventures in a variety of industries. These transactions often involve efforts to develop new intellectual property, create new products and expand into new markets. Properly structuring joint venture transactions frequently requires addressing intellectual property rights, ownership structure, management, tax treatment and various rights and obligations of the joint venture participants.

 

Intellectual Property

We advise and assist clients in identifying and protecting their intellectual property rights, including trademarks, copyrights, patents and trade secrets. We also counsel clients on defending their intellectual property rights when facing infringement claims and in negotiating agreements to resolve intellectual property disputes.

 
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Technology Transactions

We counsel clients on a wide variety of technology transactions. Our experience in this area includes license agreements, SaaS agreements, distribution agreements, outsourcing arrangements and joint ventures. We frequently help clients avoid the pitfalls that may occur if a technology transaction is not properly structured.

 
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Compensation and Benefits

We advise companies and executive level employees on compensation and benefits. Our work in this area includes stock option and stock issuance plans, phantom stock, profits interests, commission plans and bonus plans.  We also help clients resolve disputes related to compensation and benefits that may occur when an employment relationship ends, and this work often enables clients to avoid litigation and efficiently reach a mutually beneficial outcome.