BUSINESS TRANSACTIONS

Firm attorneys negotiate and draft asset acquisitions, stock acquisitions, and other business disposition transactions; venture capital, equity financing, debt financing, preferred stock financing, warrants, IPOs and other public securities market transactions as well as private placements, loan agreements, promissory notes, and other business finance transactions; on-site software license, cloud license (software as a service), website development, service level, click-wrap, shrink-wrap, and web-wrap agreements and other licensing and technology transactions; indemnification, contribution, and insurance agreements and other risk allocation transactions; joint marketing, trademark license, OEM agreements, reseller and distribution agreements and other commercial transactions; non-compete, non-disclosure, non-solicitation and other restrictive agreements; voting agreements, standstill agreements, buy-sell agreements, and other agreements for corporate control; and employment, work-for-hire, consulting, professional services, golden handcuff, and golden parachute agreements and other personnel management agreements. Firm attorneys have reviewed, drafted and negotiated thousands upon thousands of agreements in a substantial number of industries dealing with a substantial number of issues.

We counsel boards and management on capital structure, tax, fiduciary duty, liability mitigation, litigation, contract negotiation (see above), dispute resolution, intellectual property and asset protection, entity selection (not as easy as many say), holding company and group structure, and many other matters.

We also draft certificates of incorporation, bylaws, partnership agreements, LLC certificates of formation, dissolution documents, and other organic documents, and we manage board and shareholder annual and special meetings.

In sum, we are the businessperson’s attorney.