Kaiser Wahab
Office: 212-785-0087
kaiser@randwlawfirm.com

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Corporate and Business


General Counsel  | Entity Structuring and Formation  | Commercial Contracts | Mergers & Acquisitions | Contractors, Employment, and Employee Incentives

 

Overview: Starting and running a business is a demanding and difficult endeavor, and it is critical that owners, founders, and investors have team members they can rely on. Riveles Wahab oversees the entire lifecycle of a business, from formation, to venture capital financing, to acquisition. Our attorneys work closely with both first-time and experienced founders to provide commercial and corporate legal services tailored to the needs and the industry of the company that are value-oriented and cost-effective manner by design. We provide our clients with instruments that are consistently predictable, understandable, and designed to protect their interests without being so one-sided as to require lengthy negotiations.

Our services include:

  • Advising on corporate governance, including entity choice and structure
  • Drafting internal corporate documents, including operating agreements, bylaws, shareholder agreements, limited partnership agreements, founders agreements, and shareholder and director consent and disclosure documents
  • Protecting and licensing company intellectual property, including copyrights, trademarks, patents, and trade secrets
  • Structuring financings, including promissory notes, personal guarantees, loan and security agreements, and private placements of debt and equity offerings
  • Drafting employee and contractor agreements, including equity incentive plans
  • Structuring and negotiating mergers, acquisitions, and reorganizations
  • Performing transactional due diligence
  • Negotiating and drafting agreements for a variety of other corporate transactions

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General Counsel

Focused and Cost-Effective. Riveles Wahab LLP recognizes the need for consistent and meaningful counseling on day-to-day contract and compliance matters from a lawyer who is deeply familiar with company operations. Our general counsel services make it possible for fast growth and mid-sized companies to leverage the tailored and continually engaged power of in-house counsel, without incurring the prohibitive fees and incentive structures of large, traditional law firms. We work collaboratively with our clients to promote the success of their businesses by facilitating the closure of deals and advising on how to avoid disputes and other disruptions to a business’ growth.

Our outside general counsel services include:

  • Advising on corporate structuring and governance
  • Negotiating and drafting contracts with clients, vendors, employees, contractors, and other parties
  • Structuring bonus and incentive plans
  • Counseling on and executing private placement financings, including debt and equity offerings
  • Advising on mergers, acquisitions, and reorganizations
  • Assisting with transactional due diligence

Choice of Entity Form, Structuring, and Formation

There is no “one size fits all” strategy to choosing a business entity, as numerous considerations must be analyzed before choosing a form from the alphabet soup of possibilities (LLC, LP, LLP or one of the many types of Corporations: C, S, B, or Not-for-Profit).  Riveles Wahab envisions the long term roadmap for each of its clients’ ventures, guiding them to avoid choices leading to expensive and time-consuming roadblocks and detours. We frequently advise clients in matters such as choice of corporate or partnership entity, entity formation, corporate governance matters and complex local, state, and federal regulatory issues. Our attorneys negotiate and draft a wide array of complex agreements and other legal instruments critical to operating any business, including operating agreements, bylaws, shareholder agreements, limited partnership agreements, and founder’s agreements.

Business and Commercial Contracts

The value of an attorney who is well-versed in commercial contracts cannot be overstated when it comes to a business’ every day legal needs. Riveles Wahab carefully reviews and drafts a variety of agreements essential to business in a number of industries, ensuring that clauses are carefully drafted for clarity and to avoid the cost of lengthy disputes.

Mergers & Acquisitions

Strategic transactions are frequently complex and time-consuming endeavors. Riveles Wahab structures, negotiates, and drafts agreements for an assortment of mergers, acquisitions, dispositions, joint ventures, and other strategic transactions. We develop a unique due diligence plan for each transaction with a focus on the key value drivers of our clients, including evaluating intellectual property assets. RW works with its clients to ensure that the process runs as smoothly and efficiently as possible, from letter of intent to closing.

Contractors, Employment, and Employee Incentives

Riveles Wahab counsels businesses on a broad variety of contractor and key and executive employment agreements, deferred compensation plans, and employee incentive plans, including equity awards, options, ESOPs, and phantom equity. Our attorneys further advise on the tax, fiduciary, and securities law issues related to equity incentive and qualified retirement plans.