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
We serve as corporate general counsel for 100s of entrepreneurs and SMB owners, helping them grow their businesses while keeping them safe.
Entity Formations & Conversions
- LLC Formation (single & multi-member)
- S Corporation & C Corporation Formation
- Shareholder Documentation
- Operating Agreements
- LLC to Corporation Conversion
- Corporation to LLC Conversion
- Foreign Entity Qualification
Dissolutions and Winding Up
- Voluntary Dissolution
- Asset Distribution
- Creditor Claims
- Compliance with State Requirements
- Wind Down Procedures
Equity Incentive Plans
- Stock Options
- Restricted Stock
- Employee Stock Purchase Plans (ESPP)
- Phantom Stock
- Stock Appreciation Rights (SARs)
- Design and Implementation of Plans
Purchase and Sale of a Business
- Asset Purchases
- Stock Purchases
- Mergers and Acquisitions
- Due Diligence
- Contract Negotiation
- Closing Documentation
Master Services Agreements (MSA)
- Drafting and Negotiation
- Service Level Agreements (SLAs)
- Intellectual Property Rights
- Indemnification and Liability
- Termination Provisions
End User License Agreements (EULA)
- Software Licensing
- SaaS Agreements
- Terms of Service
- Privacy Policies
- Open Source Licensing
Corporate Secretarial Compliance
- Maintaining Corporate Records
- Preparing Minutes and Resolutions
- Filing Annual Reports
- Registered Agent Services
- Franchise Tax Registration
Commercial Contracts
- Distribution Agreements
- Joint Venture Agreements
- Non-Disclosure Agreements (NDA)
- Independent Contractor Agreements
Intellectual Property
- Trademark Registration and Protection
- Copyright Registration and Protection
- Trade Secret Protection
- IP Licensing
Funding & Investment
We guide founders, executives, and SMB operators through the funding journey from company inception to exit, negotiating terms and managing due diligence.
Due Diligence
- For Companies: Assistance with preparing for due diligence, including data room organization and responding to investor requests.
- For Investors: Comprehensive review of target companies, including legal, financial, and operational due diligence.
- Specific Areas: Intellectual property due diligence, regulatory compliance due diligence, operational analysis, and balance sheet analysis.
M&A Advisory & Deal Guidance
- Sell-Side Advisory: Preparation for sale, marketing to potential buyers, negotiation, and deal closing.
- Buy-Side Advisory: Target evaluation, negotiation, and deal execution for acquisitions.
Pre-Seed, Seed, Series A+ Rounds
- Startup Representation: Advising startups on term sheet negotiation, equity financing, and investor relations.
- Investor Representation: Representing angel investors, independent sponsors, family offices, and other investors in early-stage investments.
- Documentation: Drafting and negotiating investment agreements, including convertible notes, SAFEs, and preferred stock purchase agreements.
SAFE Agreements & Convertible Notes
- Drafting and Negotiation: Preparing and reviewing SAFE agreements and convertible notes tailored to specific deal terms.
- Conversion Mechanics: Advising on conversion triggers, valuation caps, and discount rates.
- Investor Rights: Protecting investor rights, including pro rata rights and information rights.
Private Placement Strategy and Counsel
- Structuring Private Placements: Designing and implementing private placements of securities to accredited investors.
- Regulatory Compliance: Ensuring compliance with securities laws and regulations, including Regulation D.
- Investor Relations: Assisting with investor communication and documentation.
Emerging Business Finance Options
- Venture Debt: Advising on venture debt financing, including term loans and lines of credit.
Debt Structuring
We bring a creative approach to debt transactions, helping lenders and borrowers alike find the best ways to secure financing with their assets.
Loan Agreements
- Drafting & Negotiation: Preparing and negotiating loan agreements for various types of financing, including term loans, revolving lines of credit, and syndicated loans.
- Loan Structuring: Advising on loan terms, including interest rates, repayment schedules, covenants, and default provisions.
- Industry-Specific Expertise: IP Collateral securitization.
Promissory Notes
- Drafting & Review: Preparing and reviewing promissory notes that accurately reflect the terms of the loan agreement.
- Negotiation of Terms: Advising on key terms, including principal amount, interest rate, maturity date, and prepayment options.
- Enforcement: Assisting lenders with enforcing promissory notes in the event of default.
Private Credit Transactions
- Fund Formation: Advising private credit funds on fund formation, regulatory compliance, and investor relations.
- Direct Lending: Representing private credit funds in direct lending transactions, including mezzanine financing and distressed debt investments.
- Special Situations: Providing legal counsel on complex private credit transactions, such as leveraged buyouts and recapitalizations.
Asset Securitization Strategies
- Structuring Securitizations: Advising on the structuring of asset-backed securities (ABS).
- Due Diligence & Documentation: Conducting due diligence on underlying assets and preparing transaction documents.
- Regulatory Compliance: Ensuring compliance with securities laws and regulations related to asset securitization.
Security Agreements
- Drafting & Perfection: Preparing and perfecting security agreements to grant lenders a security interest in collateral.
- Collateral Analysis: Evaluating the value and enforceability of different types of collateral, including real estate, equipment, intellectual property, and other financial assets.
- Enforcement of Security Interests: Advising lenders on their rights and remedies in the event of borrower default.
Guaranty Agreements
- Drafting & Negotiation: Preparing and negotiating guaranty agreements to secure loan obligations.
- Limited Guarantees: Advising on structuring limited guarantees to mitigate guarantor risk.
- Enforcement: Assisting lenders with enforcing guaranty agreements against guarantors.
UCC / Lien Filings
- Perfection of Security Interests: Preparing and filing UCC financing statements to perfect security interests in personal property.
- Lien Searches: Conducting lien searches to identify existing liens on collateral.
- Priority of Liens: Advising lenders on the priority of their liens compared to other creditors.
