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Practice Areas

Business Formation

 

Counsel can help you choose the right form of business organization to fit your needs. Common forms of business organization include the corporation (sometimes called a "C corporation" or an "S corporation" for tax purposes), the professional corporation, the nonprofit corporation, the limited liability company (commonly called a "LLC"), the partnership and the limited partnership. Each has different attributes. 

 

Standard activities include:

  • Choice of entity
  • Voting, governance and management rights
  • Economic rights
  • Breaking-up, buy-outs and succession
  • Documentation for corporations
    • Articles of incorporation
    • Stockholders' agreements
    • Buy-sell agreements
    • Bylaws
    • Organizational minutes
    • Stock certificates
  • Documentation for limited liability companies
    • Articles of organization
    • Operating agreement

   
Litigation

 

 

  • Shareholder disputes

  • Contract disputes

  • Personal injury

  • Intellectual property disputes

 

 

 

   
Raising Capital in a Private Offering

 

It is easy to make mistakes raising capital without careful guidance. Counsel can help you avoid the pitfalls while accomplishing your goals.

 

Standard activities include:

  • How to raise capital

  • Private placement/offering memorandums

  • Regulatory guidance with exemptions from federal and state registration requirements

  • Business plan review

  • Risk factors

  • Delaware Certificate of Incorporation

  • Certificate of Designations of Preferred Stock

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Secured Lending

 

Banks and other lenders commonly lend money on a secured basis. If the borrower defaults on a secured loan, the lender has the right to foreclose on some or all of the real and personal property of the borrower.

 

Security Interests.  If you are lending money to a business, consider asking for security for the loan.  Counsel can help you identify appropriate collateral and secure the payment of the loan.  This can be done simply, with a security agreement and financing statement under Article 9 of the Uniform Commercial Code.  For some types of assets, like intellectual property or a URL, it may be useful to place the IP in a LLC that is a subsidiary of the parent but whose operating agreement gives the creditor specific rights to appoint managers and other useful rights that enable the creditor to foreclose more expidiciously and protect against the claims of the parent's creditors.   

 

Borrower's Counsel can help you by reviewing the loan documents prepared by the lender, advising as to the appropriateness of the documents and identifying areas where additional flexibility may be appropriate. While borrowers often don't have a great deal of leverage over the terms and conditions of a loan, a lender will often accept comments that protect the lender's interest while granting the borrower more freedom.

 

Lender's Counsel can assist you in by drafting legal documents that give you the desired level of protection and security. Loans can be made on a secured or unsecured basis, they may be convertible into equity, and they may be subordinate to or senior to specific types of indebtedness. Secured loans give the lender rights in specified items of collateral that are senior to or prior to unsecured creditors. Both personal property and real property can serve as items of collateral.

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Buying/Selling a Business

 

Counsel can help you understand the legal issues, explain potential pitfalls of an acquisition approach, buffer you from the other parties counsel, prepare the necessary paperwork and most importantly, and negotiate the best overall deal.

 

Purchasing or selling a business typically includes:

  • Letters of intent

  • Choosing the form of transaction, such as stock sale, asset sale, merger or share exchange

  • Due diligence

  • Negotiations

  • Creative/seller financing

  • Buy-sell agreementsStock redemption / purchase agreements

  • Advising the board of directors

  • Drafting definitive agreements

    • Stock purchase agreements

    • Asset purchase agreements

    • Agreement and plan of merger

    • Non-competition agreements

    • Transitional service agreements

    • Employment agreements

    • Promissory notes (secured/ unsecured / convertible)

 

 

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