Business & Corporate

Overview

Our business and corporate practice represents clients ranging from individual entrepreneurs to start-ups to middle market companies. We partner with our clients to offer careful planning at all stages of a business lifecycle, ensuring the seamless operation of the enterprise.

Our attorneys provide sophisticated business advice to in-house counsel and act as outside general counsel for clients who want regular access to attorneys but do not need a full-time, in-house attorney.

As outside general counsel, we get to know our clients, their business, their employees, their products or services, and their industry. We are available to attend board meetings, company training sessions, and meetings with senior management. With this level of engagement, if a legal issue arises, we know the context in which it arises and can advise clients accordingly.

In addition to advising clients on day-to-day transactional matters and concerns, we also counsel clients on forming and structuring limited liability companies, corporations, domestic joint ventures, and partnerships.

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We oversee many types of transactional matters on behalf of clients, including:

General contract drafting and negotiation

We don’t reinvent the wheel with each contract, but we also don’t use cookie cutter agreements, replacing names and dates. We create contracts specifically for our clients. We start by having a detailed conversation with our clients about what they need and how the contract will be used. We then use that information to tailor an agreement that meets our clients’ needs.

Corporate formation of corporations and LLCs

We routinely assist clients in setting up corporate entities and can often do so for a flat fee. We advise clients on the type of entity that would best address their needs, where to incorporate, and when to incorporate.

Corporate governance and maintenance

A crucial aspect of any corporate entity is the limited liability protection it affords the owners. We work with clients to ensure that their business is in compliance with its state requirements so that the personal assets of the owners cannot be attacked by “piercing the corporate veil”

Mergers and acquisitions

Our M&A experience working with middle market companies allows us to work with our clients to efficiently undertake or respond to due diligence, and associate tax counsel, employee benefits attorneys and other professionals to manage issues that arise during a typical M&A transaction.

Purchase and sale of companies or assets

We understand how important the sale of your company is. Most entrepreneurs will only sell a company once in their lifetime so we guide our clients through this process to ensure they understand everything that is happening. We structure the deal in a manner that meets our clients’ near-term goals while also planning for their future.

Software and technology agreements

We draft and negotiate the various agreements that will affect our client’s intellectual property, ensuring that the ownership of the IP remains vested with our client and not the party creating or licensing it.

Intellectual property and trade secret protection

We advise clients regarding the best ways to protect their intellectual property (copyrights and trademarks) and trade secrets. We ensure that clients have the proper agreements in place for employees and independent contractors that address what the parties may or may not do to avoid liability.

Advising clients on employment and independent contractor arrangements

We draft employment agreements for clients to be used with professionals at all levels of an organization. We advise clients about written employment agreements and how they can be used, especially with an Employee Handbook, to protect a company’s trade secrets and address other needs, like compelling arbitration.

Counseling clients on business disputes between partners in an effort to avoid litigation

After gaining an understanding of our clients’ goals, we advise clients involved in business disputes and negotiate settlements to avoid costly litigation if at all possible. We then draft the Settlement and Release documents to ensure that our client is protected from any future litigation arising from the same matter.

Advising clients on securities and other corporate issues

We counsel clients on how to bring in investors to their ventures while protecting their ownership, and then prepare the private placement documentation to secure the investment. We also ensure that clients are complying with the various rules and regulations covering securities so that their private offering is exempt from registration.

Client Industries

Internet & New Media Companies

Fashion & Lifestyle Brands

Entertainment

Publishing

Software & Technology

Medical & Dental

Legal

Retail

Engineering

Aviation

Manufacturing & Agriculture

Veterinary and Other Animal Services

Marketing & Branding Companies

Public Relations Firms

Healthcare, including Residential Treatment and Adult Healthcare Centers

Professional Consultants

Client Testimonials

“Would highly recommend!”

– Eric Bergemann, Owner of Radius V.R. LLC

“She was able to explain complex legal issues in a way that we (the non-lawyers) could understand”

– Dave Viner, Former CTO of AboutMyBaby.com

“Her technical abilities are exceeded only by her innate approach to problem-solving”

– Dudley Anderson, Former CFO of TIMEC Holdings, Inc.

“Knowledgeable, forthcoming, and anticipatory”

– Sabrina Sutherland, Producer at Asymmetrical Productions, Inc.

“Consistently goes above and beyond”

– Orlando Bishop, President at Align Performance

“A level of dedication superior to any in my experience”

– Neil Thompson, Director of “The Thin Line”

“Gave us great guidance”

– Aurora Gregory, Owner of Aurora Gregory Consulting LLC