You want to deliver to the world what you would buy if you were on the other end. There is no ethos, in my opinion, that is better for any lawyer or any other person to have.
Charlie Munger
You want to deliver to the world what you would buy if you were on the other end. There is no ethos, in my opinion, that is better for any lawyer or any other person to have.
Charlie Munger
Business Lawyer
Our business law practice serves entrepreneurs, founders, and established companies at every stage of the corporate lifecycle. Whether you are launching a new venture, restructuring an existing entity, or navigating a complex commercial transaction, our attorneys provide strategic, practical counsel tailored to your specific goals.
Entity Formations & Conversions
Choosing the right legal structure is one of the most consequential decisions a business owner can make. We guide clients through the formation, structuring, and conversion of business entities, ensuring that every document and filing is aligned with your operational, tax, and liability objectives.
- LLC Formation (single & multi-member) – We draft comprehensive operating agreements and prepare all state formation filings for both single-member and multi-member LLCs, ensuring proper allocation of profits, losses, voting rights, and management authority from day one.
- S Corporation & C Corporation Formation – We handle the complete incorporation process — from preparing articles of incorporation and bylaws to securing your EIN and making the appropriate tax elections — so your corporation is properly structured for growth, investment, and compliance.
- Shareholder Documentation – We prepare stockholder agreements, buy-sell provisions, and consent resolutions that clearly define shareholder rights and obligations, reducing the risk of disputes and protecting minority and majority interests alike.
- Operating Agreements – Our operating agreements go beyond boilerplate, addressing capital contributions, distribution waterfalls, member duties, transfer restrictions, and dissolution triggers in language that actually reflects how your business operates.
- LLC to Corporation Conversion – When it is time to bring in institutional investors or pursue a liquidity event, we manage the statutory conversion from LLC to corporation, preserving continuity of operations while restructuring your cap table for equity financing.
- Corporation to LLC Conversion – For businesses seeking greater operational flexibility or pass-through tax treatment, we handle the conversion from corporation to LLC while carefully addressing any tax implications, ongoing contractual obligations, and regulatory filings.
- Foreign Entity Qualification – If you are expanding your business into new states, we prepare and file all required foreign qualification documents so your entity can lawfully do business outside its state of formation without creating unnecessary legal risk.
Dissolutions and Winding Up
Closing a business requires the same careful legal attention as starting one. We help business owners wind down operations cleanly, protect personal liability, and fulfill all statutory obligations to shareholders, creditors, and regulators.
- Voluntary Dissolution – We guide clients through the formal process of voluntary dissolution, including board and member approvals, revocation of authority to do business, and withdrawal from all applicable state registrations.
- Asset Distribution – We advise on the proper waterfall for distributing remaining assets — first satisfying creditors, then distributing to equity holders in accordance with governing documents and applicable law.
- Creditor Claims – We help businesses properly notify and respond to creditor claims during the wind-down process, establishing appropriate claim deadlines and negotiating resolutions where necessary to achieve a clean dissolution.
- Compliance with State Requirements – Each state has its own dissolution requirements, from final tax clearances to notice publications. We manage every step of the compliance process so that no filing or deadline is overlooked.
- Wind Down Procedures – Beyond the legal filings, we assist with drafting wind-down plans that address employee terminations, contract terminations, IP assignment, and any remaining litigation risks — giving stakeholders a clear roadmap to closure.
Equity Incentive Plans
Attracting and retaining top talent requires more than a competitive salary. We design and implement equity compensation plans that align employee incentives with company performance, comply with applicable securities laws, and minimize tax exposure for both the company and its recipients.
- Stock Options – We draft ISO and NSO option plans, including grant agreements and exercise procedures, advising on strike price methodology, vesting schedules, and the 83(b) election process to help employees maximize the tax benefits of their equity.
- Restricted Stock – We structure restricted stock awards and purchase agreements with appropriate vesting and repurchase provisions, ensuring that equity granted to early employees and founders vests in a manner that protects the company while rewarding long-term commitment.
- Employee Stock Purchase Plans (ESPP) – We establish qualified and non-qualified ESPPs that allow employees to purchase company stock at a discount, structuring the plan in compliance with Section 423 of the Internal Revenue Code where applicable.
- Phantom Stock – For businesses that want to provide economic upside without diluting ownership, we design phantom stock plans that deliver cash bonuses tied to stock value appreciation, giving employees a stake in success without granting actual equity.
- Stock Appreciation Rights (SARs) – We draft SAR agreements that give employees the right to receive the increase in stock value over time, either in cash or shares, offering a flexible and tax-efficient alternative to traditional option grants.
- Design and Implementation of Plans – From initial plan design and board approval through 409A valuations and securities exemption filings, we manage the full lifecycle of equity incentive plans to ensure legal compliance and administrative ease.
Purchase and Sale of a Business
Whether you are buying or selling a business, the transaction requires meticulous legal structuring, thorough diligence, and skilled negotiation. We represent buyers, sellers, and founders in transactions of all sizes, from small business acquisitions to complex multi-entity mergers.
- Asset Purchases – In asset purchase transactions, we identify and document which specific assets and liabilities are being transferred, protecting buyers from unknown predecessor liabilities and ensuring sellers receive full credit for retained obligations.
- Stock Purchases – We handle the full suite of documentation for stock purchase transactions, including representations and warranties, indemnification provisions, earnout arrangements, and post-closing covenants that protect both sides of the deal.
- Mergers and Acquisitions – From letter of intent through closing, we advise on deal structure, tax considerations, regulatory approvals, and integration planning — coordinating with financial advisors, accountants, and management to execute a seamless transaction.
- Due Diligence – We conduct and manage comprehensive legal due diligence reviews of target companies, evaluating corporate governance, contracts, IP ownership, employment matters, and litigation exposure so our clients can negotiate from a position of complete information.
- Contract Negotiation – We conduct and manage comprehensive legal due diligence reviews of target companies, evaluating corporate governance, contracts, IP ownership, employment matters, and litigation exposure so our clients can negotiate from a position of complete information.
- Closing Documentation – We prepare and coordinate all closing deliverables, including officer certificates, resolutions, good standing certificates, assignment agreements, and escrow arrangements, ensuring a smooth and legally sound closing process.
Master Services Agreements (MSA)
A well-drafted Master Services Agreement forms the legal backbone of your commercial relationships. We draft and negotiate MSAs that provide both parties with clear rights and obligations while minimizing disputes and streamlining the contracting process for future engagements.
- Drafting and Negotiation – We prepare MSAs that establish the framework for ongoing service relationships, addressing scope of work, payment terms, change order procedures, and dispute resolution in language that is commercially practical and legally enforceable.
- Service Level Agreements (SLAs) – We incorporate SLAs with measurable performance metrics, uptime requirements, and remedy provisions that hold service providers accountable while giving customers meaningful recourse when service standards are not met.
- Intellectual Property Rights – We carefully negotiate IP ownership and licensing provisions — particularly around work product, background IP, and derivative works — so your company retains the rights it needs to operate and grow without unexpected licensing disputes.
- Indemnification and Liability – We structure indemnification and limitation of liability clauses that allocate risk fairly between the parties, protecting your company from catastrophic exposure while maintaining commercially reasonable risk-sharing arrangements.
- Termination Provisions – We draft clear termination rights — for cause, convenience, and insolvency — along with appropriate wind-down obligations and survival clauses, so your company can exit a relationship cleanly when circumstances change.
End User License Agreements (EULA)
In today’s digital economy, your software and licensing agreements are among your most important commercial documents. We draft and negotiate EULAs and related agreements that protect your intellectual property, define the scope of permitted use, and limit your liability exposure.
- Software Licensing – We draft software license agreements that clearly define the scope of the license grant — including permitted users, deployment environments, and sublicensing rights — while protecting against unauthorized copying, modification, or distribution.
- SaaS Agreements – We structure SaaS subscription agreements that address data ownership, uptime commitments, security obligations, API access rights, and data portability — protecting both the platform provider and its customers.
- Terms of Service – We draft platform terms of service that establish the rules of engagement for your users, limit your liability for user-generated content, and comply with applicable consumer protection and privacy regulations.
- Privacy Policies – We prepare comprehensive privacy policies that satisfy CCPA, GDPR, and other applicable data privacy regulations, accurately disclosing your data collection and use practices while providing users with their required rights.
- Open Source Licensing – We advise on the permissible use and distribution of open source components in your products, helping you navigate copyleft obligations and avoid compliance issues that could encumber your proprietary codebase.
Corporate Secretarial Compliance
Maintaining proper corporate records and fulfilling ongoing compliance obligations is essential for preserving your liability protections and avoiding administrative penalties. We provide ongoing corporate secretarial services that keep your entity in good standing and your records audit-ready.
- Maintaining Corporate Records – We organize and maintain your minute books, equity ledgers, and governance documents, ensuring that all corporate records are complete, accurate, and readily accessible for investors, lenders, and acquirers.
- Preparing Minutes and Resolutions – We draft board and shareholder minutes and written consents for all significant corporate actions — from equity issuances and officer appointments to major contracts and strategic transactions — creating a clean paper trail that withstands scrutiny.
- Filing Annual Reports – We track and file all required annual reports and periodic filings with the relevant state agencies on your behalf, so your entity maintains its good standing and never faces unnecessary penalties or administrative dissolution.
- Registered Agent Services – We coordinate registered agent services in all states where your entity is qualified to do business, ensuring that legal notices and service of process are promptly received and escalated to your management team.
- Franchise Tax Registration – We handle franchise tax registrations and filings in applicable jurisdictions, advising on the most favorable calculation method and ensuring that your obligations are satisfied in full and on time.
Commercial Contracts
Every significant business relationship should be governed by a clear, well-negotiated written agreement. We draft and negotiate a wide range of commercial contracts, giving our clients the contractual protections they need to operate with confidence.
- Distribution Agreements – We draft distribution agreements that define territory rights, performance obligations, pricing, and exclusivity arrangements, protecting your brand and revenue streams while incentivizing strong distribution partner performance.
- Joint Venture Agreements – We structure joint venture arrangements that clearly define each party’s capital contributions, management roles, profit sharing, exit rights, and dispute resolution mechanisms, reducing the likelihood of conflict as the venture matures.
- Non-Disclosure – We prepare mutual and one-way NDAs tailored to the specific transaction or relationship, with carefully crafted definitions of confidential information, appropriate exclusions, and enforcement provisions including injunctive relief. Agreements (NDA)
- Independent Contractor Agreements – We draft contractor agreements that clearly establish the independent contractor relationship, define the scope of services, address IP ownership and assignment, and include appropriate non-solicitation provisions to protect your workforce and client relationships.
Intellectual Property
Your intellectual property is often your most valuable business asset. We help clients build, protect, and monetize their IP portfolios through a combination of registration, licensing, enforcement, and strategic counsel.
- Trademark Registration and Protection – We conduct comprehensive trademark clearance searches, prepare and prosecute applications before the USPTO and international registries, and advise on enforcement strategies to protect your brand against infringement and dilution.
- Copyright Registration and Protection – We register copyrights in original works of authorship — including software, marketing materials, and creative content — and advise on ownership, work-for-hire arrangements, and enforcement options when infringement occurs.
- Trade Secret Protection – We help companies identify their trade secrets and implement the legal and operational safeguards — including NDAs, access controls, and employment policies — necessary to maintain trade secret protection under the Defend Trade Secrets Act.
- IP Licensing – We draft and negotiate IP license agreements — including exclusive, non-exclusive, and field-of-use licenses — that maximize the commercial value of your IP portfolio while preserving your core ownership rights.
Funding & Investment
Our funding and investment practice serves both companies raising capital and investors deploying it. From early-stage SAFE financings to institutional Series A+ rounds and M&A transactions, we provide the legal framework and strategic guidance needed to structure deals that work for all parties.
Due Diligence
Thorough due diligence is the foundation of every successful financing and acquisition. We bring a systematic, risk-focused approach to due diligence that uncovers material issues before they become deal-breakers or post-closing liabilities.
- For Companies – We help companies prepare for investor and acquirer due diligence by organizing their data room, identifying and addressing material legal issues in advance, and coaching management teams on how to respond to investor requests effectively. A well-prepared company moves through diligence faster, commands higher valuations, and closes more deals.
- For Investors – We provide investors with comprehensive legal, financial, and operational reviews of target companies, surfacing risks that affect valuation, deal structure, and post-closing obligations. Our diligence reports give investment decision-makers the information they need to proceed with confidence or renegotiate terms.
- Specific Areas – Our diligence engagements cover intellectual property ownership and chain of title, regulatory compliance across applicable industries, operational and management review, and balance sheet analysis including existing debt, capitalization, and undisclosed liabilities.
M&A Advisory & Deal Guidance
We provide hands-on M&A advisory services for both buyers and sellers, combining legal expertise with transactional experience to guide clients through every phase of a deal — from initial positioning through signed definitive agreements and successful close.
- Sell-Side Advisory – We prepare sellers for a successful transaction by conducting pre-sale legal housekeeping, helping to develop marketing materials, advising on buyer selection and negotiation strategy, and managing the legal process through closing — maximizing value while minimizing friction.
- Buy-Side Advisory – We represent buyers in evaluating acquisition targets, conducting legal and business due diligence, structuring the transaction to optimize risk and tax outcomes, negotiating definitive agreements, and executing a clean closing with all required consents and approvals in place.
Pre-Seed, Seed, Series A+ Rounds
Equity financing rounds require precise documentation and strategic negotiation. We represent both startups and investors in private financings of all sizes, from initial angel rounds to multi-million dollar institutional raises, ensuring that deal terms are market-standard, legally sound, and appropriately protective of our client’s interests.
- Startup Representation – We advise founders and startups on term sheet evaluation, equity financing strategy, dilution analysis, and investor rights provisions — helping management understand the long-term implications of financing terms before committing to them.
- Investor Representation – We represent angel investors, independent sponsors, family offices, and institutional early-stage investors in negotiating investment terms, conducting legal diligence, and documenting their investment with the protections appropriate to the stage and structure of the deal.
- Documentation – We draft and negotiate all investment documentation — including term sheets, convertible notes, SAFE agreements, and preferred stock purchase agreements with investor rights and co-sale agreements — ensuring every document is legally enforceable and commercially balanced.
SAFE Agreements & Convertible Notes
SAFE agreements and convertible notes are the workhorses of early-stage financing. We advise both companies and investors on structuring, negotiating, and documenting these instruments, with a focus on conversion mechanics and long-term cap table implications.
- Drafting and Negotiation – We prepare and review SAFE agreements and convertible notes tailored to the specific economics and relationship dynamics of each deal, addressing valuation caps, discount rates, MFN provisions, and pro rata rights in language that is clear and enforceable.
- Conversion Mechanics – We advise on conversion triggers — including equity financing events, change of control, and maturity — and model the dilutive impact of various conversion scenarios to help founders and investors understand how early instruments will affect the cap table at the time of conversion.
- Investor Rights – We negotiate and document investor protections, including pro rata rights that allow investors to maintain their ownership percentage in future rounds, information rights that provide ongoing transparency into company performance, and most-favored-nation clauses.
Private Placement Strategy and Counsel
Private placements require careful regulatory analysis and precise execution. We assist companies in structuring and executing securities offerings that comply with applicable federal and state exemptions while achieving their capital-raising objectives.
- Structuring Private Placements – We design private placement programs tailored to our clients’ capital needs and investor base, advising on the appropriate securities exemptions, offering terms, and investor eligibility requirements for each transaction.
- Regulatory Compliance – We ensure all private placements comply with Regulation D and applicable state blue sky laws, including timely Form D filings, accredited investor verification procedures, and general solicitation restrictions under Rule 506(b) and 506(c).
- Investor Relations – We assist with investor communication strategies, PPM preparation, and subscription agreement documentation, helping companies present their offerings professionally and maintain ongoing compliance with investor disclosure obligations.
Emerging Business Finance Options
Beyond traditional equity, a range of debt and hybrid financing options can provide growth capital without the dilution of an equity round. We advise on the full spectrum of alternative financing structures available to emerging businesses.
- Venture Debt – We advise companies on venture debt facilities — including term loans, revenue-based financing, and revolving lines of credit — negotiating key terms such as interest rates, warrant coverage, financial covenants, and prepayment provisions to minimize cost and operational constraints.
Debt Structuring
Our debt structuring practice serves lenders, borrowers, and sponsors across a broad range of financing transactions. From asset-backed credit facilities and mezzanine debt to complex intercreditor arrangements, we provide the legal expertise and creative structuring solutions needed to secure financing on terms that work for every party at the table.
Loan Agreements
The loan agreement is the foundational document of any lending relationship. We draft and negotiate loan agreements that are comprehensive, enforceable, and structured to protect our lender clients throughout the life of the facility.
- Drafting & Negotiation – We prepare and negotiate term loans, revolving credit facilities, delayed draw facilities, and syndicated loan agreements — tailoring representations, covenants, conditions, and default provisions to the specific risk profile and structure of each transaction.
- Loan Structuring – We advise lenders on optimal loan structuring, including interest rate mechanics (fixed vs. floating), amortization schedules, leverage and coverage covenant levels, and default and acceleration provisions that provide adequate early warning and enforcement rights.
- Industry-Specific Expertise – We have deep experience structuring loans secured by intellectual property collateral, including patents, trademarks, and royalty streams — advising on valuation methodologies, perfection requirements, and enforcement strategies unique to IP-backed lending.
Promissory Notes
A well-drafted promissory note is essential to any lending relationship, providing clear evidence of the debt and the specific terms under which repayment is required. We prepare and review promissory notes that are legally enforceable and coordinated with the broader loan documentation.
- Drafting & Review – We prepare promissory notes that accurately reflect all negotiated loan terms — including principal amount, interest rate, payment schedule, default interest provisions, and attorney’s fee clauses — and that are properly integrated with the underlying loan agreement and security documents.
- Negotiation of Terms – We advise lenders on key economic terms including maturity date structures, prepayment premiums, PIK interest options, and make-whole provisions — ensuring that the promissory note reflects current market terms while protecting lender economics.
- Enforcement – When borrowers default, we assist lenders in enforcing promissory notes through demand letters, acceleration notices, and litigation or alternative dispute resolution proceedings, maximizing recovery while minimizing time and expense.
Private Credit Transactions
The private credit market offers significant opportunities for non-bank lenders to deploy capital in transactions not served by traditional financing sources. We advise private credit funds and direct lenders on the full range of private credit transactions, from fund formation to individual loan closings.
- Fund Formation – We advise private credit fund sponsors on fund formation, including entity structuring, LP agreement negotiation, regulatory exemptions under the Investment Advisers Act, and the development of investment guidelines and credit policies tailored to the fund’s strategy.
- Direct Lending – We represent private credit funds in direct lending transactions across the capital structure, including senior secured loans, unitranche facilities, second lien debt, and mezzanine financing — structuring each transaction to optimize the fund’s risk-return profile.
- Special Situations – We provide legal counsel on complex private credit transactions, including leveraged buyout financings, distressed debt investments, debtor-in-possession lending, and recapitalizations — bringing creative structuring solutions to transactions that fall outside conventional lending parameters.
Asset Securitization Strategies
Asset securitization provides lenders and originators with an efficient mechanism for monetizing loan portfolios and transferring risk to capital markets investors. We advise on the structuring, documentation, and regulatory compliance of asset-backed financing transactions.
- Structuring Securitizations – We advise on the structuring of asset-backed securities transactions, including the design of the special purpose vehicle, the selection of eligible assets, credit enhancement mechanisms, and the waterfall of payments to investors at each tranche level.
- Due Diligence & Documentation – We conduct due diligence on the underlying asset pools — including loan tapes, origination documentation, and servicing records — and prepare comprehensive transaction documentation including indentures, sale and servicing agreements, and custodial agreements.
- Regulatory Compliance – We ensure securitization transactions comply with all applicable securities laws and regulations, including Regulation AB, risk retention requirements under Dodd-Frank, and applicable state law requirements for the transfer and perfection of the securitized assets.
Security Agreements
A properly drafted and perfected security agreement is the cornerstone of secured lending. We prepare security agreements and manage the perfection process to ensure our lender clients hold a legally enforceable and properly prioritized security interest in their collateral.
- Drafting & Perfection – We prepare security agreements that grant lenders a comprehensive security interest in all categories of collateral — including accounts, inventory, equipment, investment property, and intellectual property — and coordinate all UCC filings, mortgage recordings, and other perfection steps required to make the interest enforceable against third parties.
- Collateral Analysis – We evaluate the legal sufficiency and practical value of proposed collateral, advising on perfection requirements, ownership verification, and potential challenges arising from competing claims, prior liens, or restrictions on transfer embedded in third-party contracts.
- Enforcement of Security Interests – When borrowers default, we advise lenders on their full range of remedies under the UCC and applicable state law — including self-help repossession, strict foreclosure, sale of collateral, and collection of proceeds — with a focus on maximizing recovery while managing litigation risk.
Guaranty Agreements
Personal and corporate guaranties provide lenders with critical credit support by expanding the pool of assets available to satisfy the borrower’s obligations. We draft guaranty agreements that are comprehensive, enforceable, and structured to withstand legal challenges.
- Drafting & Negotiation – We prepare payment and performance guaranties, carve-out guaranties, and completion guaranties tailored to the specific transaction, including appropriate waivers of defenses — such as notice, presentment, and suretyship defenses — that could otherwise impair enforceability.
- Limited Guarantees – We advise guarantors and lenders on structuring limited guaranties — including guaranties capped by dollar amount, limited to specific obligations, or subject to burn-down provisions — balancing the lender’s need for credit support with the guarantor’s desire to limit personal exposure.
- Enforcement – We assist lenders in pursuing guarantors following borrower default, including issuing formal demand notices, filing suit on the guaranty, and — where the guaranty is secured by pledged assets — enforcing the guarantor’s collateral in parallel with enforcement against the primary borrower.
UCC / Lien Filings
Proper UCC compliance is essential to ensuring that a secured lender’s interest is perfected, prioritized, and enforceable. We manage the full UCC lifecycle for our lender clients — from initial filing through search, monitoring, and amendment — so that their security positions are always current and legally sound.
- Perfection of Security Interests – We prepare and file UCC-1 financing statements in all required jurisdictions, naming the appropriate collateral with sufficient specificity to perfect the lender’s security interest under Article 9 of the UCC, and monitoring continuation deadlines to ensure the filing remains effective throughout the loan term.
- Lien Searches – We conduct comprehensive UCC, tax lien, and judgment lien searches across all relevant jurisdictions prior to closing, identifying existing encumbrances on the proposed collateral and advising lenders on how to address prior liens through payoff, subordination, or intercreditor arrangements.
- Priority of Liens – We advise lenders on the priority of their security interests relative to other creditors — including prior UCC filers, purchase money security interest holders, real property mortgagees, and statutory lienholders — and structure intercreditor and subordination agreements where necessary to protect the lender’s position.
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