We structure and form corporations, limited liability companies, and general and limited partnerships, as well as prepare the proper documentation for these entities including corporate bylaws, shareholder and operating agreements.
We design clearly-defined agreements for businesses with personal and/or family shareholder and owner relationships, while providing succession and tax planning services to help maximize the benefits of ownership and minimize taxes on future generations.
Venture Capital and Start-Ups
We are actively involved in representing start-up technology businesses – from general corporate representation to structuring corporate financing offerings, developing business plans (for use in financings) and the structuring of capital formation plans.
We assist non-profit entities in qualifying for tax-exempt status under the Internal Revenue Code by counseling clients on the appropriate IRS rules, preparing the necessary tax-exempt applications, advising on how to maintain a tax-exempt status and representing the entities in their ongoing activities.
Contract Drafting and Review
We draft, review and negotiate a wide variety of legal contracts on a cross-national basis – including supply agreements, franchise agreements, financing agreements, and manufacturing and distribution agreements.
Business Sales, Mergers, and Acquisitions
We represent clients that are purchasing or selling their companies (assets or stock) by helping them structure the deals, draft and negotiating the appropriate documentation.
Private Securities Offerings
We ensure compliance with applicable federal and state securities laws and prepare the necessary disclosure documentation for the issuance of securities on a private offering basis, including equity and debt securities, venture capital financing, and specialty securities, such as warrants and options.
Corporate Debt Financing
We have established relationships with several lending institutions and often assist in obtaining financing for our clients through the negotiation of both asset-based and cash-flow borrowing.
We provide advice and counsel regarding federal and state taxation matters, particularly larger transactions such as entity formation, joint ventures, licenses, and corporate acquisitions.
Employee Benefit Compensation Plans
We provide counsel with respect to compensation plans for both executives and non-executive employees, including incentive and non-qualified stock option plans, stock bonus plans, employee stock option plans (“ESOP’s”), nonqualified deferred compensation plans, rabbi trusts, phantom stock plans, and similar compensation plans. In addition, we provide counsel on the design, structure, and implementation of tax-qualified plans such as 401(k) plans, profit-sharing plans, money purchase pension plans, and defined benefit plans.
INTELLECTUAL PROPERTY AND COMPUTER LAW
We represent computer software developers and value-added resellers in the areas of protecting source code, software licenses, software development agreements, application service provider agreements, software escrows, and ecommerce Internet content agreements.
We represent a wide-variety of individuals and companies in transactional entertainment law with a focus on digital media, publishing, television, film, copyright, trademark, and right of publicity law.
We work with clients to help them minimize their litigation risks. When a dispute does arise, we are effective negotiators and often are able to resolve the situation without resorting to litigation. When litigation cannot be avoided, we provide effective representation in various civil matters, including the following areas:
- Business and commercial disputes
- Dissolution of business entities
- Employment law
- Intellectual property
- Partner and shareholder disputes