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CORPORATE

CORPORATE

Overview

Who We Are

We are a legal team that works with you as advisor, business consultant, and partner. Whether we serve as your outside general counsel (addressing your daily operational needs and assisting in business decisions, contract drafting and negotiations, and customer relationships) or are your legal advisor in complex merger and acquisition transactions or equity or debt financings, we apply creative, practical, and sophisticated solutions to ensure that your company proactively achieves its goals.

From inception through ultimate sale, our firm becomes an integral member of the C-Suite, applying the knowledge our team possesses from having worked with hundreds of companies.

How We Deliver

Over the years, we have represented companies in all stages of growth, from the new and growing to the established and mature. Our expertise spans a wide range of industries, from cutting-edge software and technology providers to companies in manufacturing, real estate, and retail as well as in highly regulated industries such as health care, insurance, and law.

We are not your typical firm. We possess a legal and business background that goes beyond an analysis of options, costs, and risks offered in a vacuum. Our ultimate value is providing our clients with a big-picture partner offering legal services, business advice, and industry relationships that nurture their businesses on their path to market leadership.

We provide “big-firm” skills and expertise in an attentive, client-focused environment. Our training, experience, creativity, and attention to detail — particularly important to those companies that have legal needs that are unique and often underserved — are joined by the critical care we take in addressing your needs, your aspirations, in a continuously changing world of new opportunities.

Industry-Centric Services

While our services are industry-agnostic, the firm has a significant presence in certain industry segments and specialized services: software and services to the pharmaceutical, medical devices, and biotech industries; eCommerce and related technology services to specialty retail, pure e-tail, and large multinational retailers; technology (patented and trade secret) acquisition, licensing, and commercialization in manufacturing, telecommunications, consumer products, and devices; software as a service, software licensing, and technology services industries; and apparel and accessories (manufacturing, branding, licensing, distribution).

Representative Services

  • Counseling and advice to founders on entity selection and formation, tax planning, equity ownership split and structure, and entity and equity holder governance plans
  • Certificates of incorporation, bylaws, and corporate governance documents (shareholder and director consents and resolutions)
  • LLC operating agreements and general, limited, and LLP partnership agreements
  • Shareholder agreements, buy-sell agreements, option agreements, voting agreements, and transfer and gift agreements
  • Equity and quasi-equity compensation plans, including incentive and non-qualified stock option plans, restricted equity grants, phantom equity and SAR plans, 409A- and 280G-compliant deferred compensation plans and other bonus, liquidity bonus, and cash compensation incentive plans
  • Financial models — generation, review, and auditing
  • Complex technology and patent license agreements, manufacturing and supply agreements; software licensing and software as a services agreements; master services agreements; ordinary course of business contracts (supply chain-related agreements, purchase order terms and conditions, services agreements)
  • Franchise offerings on behalf of franchisors and negotiation of franchise agreements on behalf of franchisees