Corporate

Whether planning a new startup business or expanding an existing, you should seek legal counsel regarding your corporate formation, structure and maintenance. Our office provides proactive counsel while acting as a strategic partner to our clients. Our approach is geared toward achieving defined goals and objectives, to help our clients successfully execute their business plans, this includes business structures that integrate operating and holding companies; management and ownership structures that include multiple classes of equity; transaction structures involving affiliated entities; and governing documents that protect the ownership and
value of the business assets.

Formation and Governance

These services initially include assisting clients in the selection of appropriate entity structure for business, as well as forming partnerships, strategic alliances, joint ventures, corporations, and limited liability companies. We counsel in capital funding activities for emerging businesses from seed capital to later stage debt or equity financings. We advise officers, directors, and standing and special committees of boards of directors in connection with established and emerging best practices in private corporate governance. We assist in helping improving corporate controls and compliance through development of critical corporate governance documents, such as corporate governance guidelines, codes of ethics, charters for key board committees and disclosure controls and procedures.

Secured Debt Financing

We assist clients with both secured and unsecured loans in which both personal and real property collateral are located in numerous states. Loan transactions range from simple term loans or lines of credit to complex, multi-tiered lending transactions that include a variety of credit accommodations such as term, revolving, letter of credit, mezzanine loans, senior secured, receivables and other asset security and bridge facilities. We also counsel investors in connection with their purchase and sale of loan interests. We also work in concert with client’s accountant regarding equipment and synthetic lease structures. We are also experienced in foreclosure matters with respect to all types of personal and real property collateral.

Private Equity Financing

We provide a practical understanding for companies receiving private equity or venture capital investments. Our attorneys have also represented venture capital funds in their formation, fund raising and investment activities. Our clients include investors and companies at all stages of development from start-up to mature, advising on a broad spectrum of matters, including structuring debt and equity capital, traditional private placements of securities, Private Placement Memorandums, private investments in public company (PIPE) transactions and advice on various financing alternatives under the Securities Exchange Act of 1934.

Proprietary Assets and Franchising

We are experienced in trademark, copyright and trade secret matters. We provide counsel in connection with transfer and licensing, protection of trade secrets, non-disclosure, confidentiality, non-circumvent and other agreements relating to proprietary rights and
intellectual property. Additionally, we are well-versed in the Federal Trade Commission’s Franchise Rule and state-specific laws. We help our clients determine if franchising is the best option to meet their business needs or alternative expansion models through licensing, joint venture, or operating partnerships. Franchisor clients are counseled on the structure of their franchise program and help clients create the applicable franchise documents, including drafting and registering Franchise Disclosure Documents (Uniform Franchise Offering Circulars) and other critical operational documents like franchise and license agreements, and annual updates to
ensure compliance with FTC regulations and assist with related state registration in the states that currently have franchise investment laws.

Mergers and Acquisitions

We have experience in the acquisition and disposition of companies and their assets, including the negotiation of financing and security arrangements. We represent private acquiring and target companies, including buyers of assets, subsidiaries, or other privately held businesses; companies seeking to divest unwanted subsidiaries, divisions, or assets; and companies engaging in various types of joint ventures. Some of the private acquisitions involve an auction process. We also assist with assembling a team of legal specialist based upon the needs of each transaction, which include our attorney referral network in the fields of public securities, tax and patents.