The following are some of our services:

• Corporate governance
• Financings, including structuring of private placements of debt/equity offerings
• Shareholder and Operating agreements
• Mergers and acquisitions
• Reorganizations
• Transactional due diligence
• Deal negotiations and closings

The firm frequently advises clients in areas such as choice of corporate or partnership entity, entity formation, corporate governance matters and complex local, state, and federal regulatory issues. We negotiate and draft a wide array of complex agreements and other legal instruments critical to operating any business.

We provide our clients with instruments that are consistently predictable, understandable, and designed to protect the client’s interests, including operating agreements, loan and security agreements, personal guarantees, promissory notes, shareholder and director consent/disclosure documents, licensing agreements, employment and consulting agreements and merger/asset/stock purchase agreements.

Some examples of other services:

Entity Formation and Consulting
There is no one size fits all strategy to choosing a business entity. Numerous considerations have to be analyzed before choosing a form from the alphabet soup of possibilities (LLC, C or S Corporation, LLP, etc.).  Having counsel that can see the long term roadmap for your venture is critical to avoiding choices that will complicate your ability to navigate that road.

• Is your venture capital worthy?
• Is your venture a vehicle dedicated to a specific project?
• In what state should your entity be formed?
• Is there a unique brand of partnership arrangement between the founders that would benefit from one kind of entity form over another?

These and other questions not only should be asked but they should be presented to counselors that can answer them with an eye to your venture’s unique needs.

Founders Agreements / Partnership Agreements 
Every business venture’s success depends on a clear understanding between the partners/founders. While that understanding is often unspoken and unwritten, having founders agreements that provide an objective framework for the manifold scenarios that can come up is a fundamental for any serious business.  Some of these issues include:

• Ownership Interests
• Purpose of the Venture
• Allocation and Distribution of Profits and Losses
• Special Duties and Restrictions
• Voting Rights and Mechanics
• Rights of Managers/Directors/Officers
• Admission of New Members; Transfer of Membership
• Meetings
• Dissolution of the Venture