Corporate and Business Practice
In our Corporate and Business Practice, we provide a broad spectrum of services for a wide range of businesses throughout the various stages of a business entity’s existence, including formation, on-going operations, funding, acquisition or sale of business and dissolution. Our business clients include technology companies, other consumer and business products companies, service providers, professionals and retail establishments. We are both legal counselors and business advisors to our clients.
Entity Formations. Our firm counsels clients in structuring and forming corporations, limited liability companies, partnerships (general and limited) and sole proprietorships. We advise clients regarding tax, liability and other issues related to choice of entity, and we prepare charter documents, buy-sell agreements, securities filings and other formation documents. We form business entities in California, Delaware and certain other jurisdictions.
Business Governance. As on-going counsel to our business clients, we advise senior management and directors regarding compliance with legal formalities and sound governance policies. We proactively provide advice regarding proper authorization of the entity's actions, the responsibilities of officers and directors, and tax and other operational liabilities.
Equity and Debt Financings. Our firm counsels our clients on a wide variety of financing transactions. We negotiate and document equity and debt financings and represent both investors and the entities being financed in seed, friends and family, angel, venture capital and strategic partner financings transactions. Our attorneys are experienced in complex financing structures having equity, debt instruments, convertible debt and/or stock warrant components. Our firm also provides counseling regarding the perfection of security interests in collateral with respect to such financing transactions.
Securities Law Compliance. We provide representation regarding proper federal and state compliance with respect to the issuance of securities and other regulatory compliance matters. We have extensive experience in private placement transactions and other securities law compliance for the issuance of non-registered securities.
Mergers and Acquisitions. We provide sophisticated advice regarding merger and acquisition transactions, from assisting a new client in acquiring an existing business to complex mergers of business entities. We also have experience in transactions involving cross border divisions or affiliated entities. Our services include due-diligence activities, preparing and negotiating the transaction documents, and facilitating the closing and post-closing matters. Our firm's history of long-term relationships with our clients significantly enhances the value of our services related to merger and acquisition transactions. Our approach is results-oriented and focused on maximizing a smooth and cost effective transaction.
Technology and Intellectual Property Agreements. The firm negotiates and prepares agreements related to intellectual property, both domestic and international. These include development agreements as well as OEM, end-user, marketing and other licenses. We regularly structure a variety of technology transactions, from consulting arrangements to complex joint ventures. We also handle e-commerce matters and prepare website documentation, including use agreements and privacy policies.
Contract Negotiation and Review. Our attorneys have years of experience in providing counsel, drafting and reviewing a broad range of business contracts to suit the different needs of our clients. These contracts reflect the full array of our clients' business activities, and include product procurement, manufacturing and fabrication, sales of products and services to customers, reseller agreements, sales representative and distributor arrangements, and joint ventures and similar collaborations.
Pre-Litigation Counseling. We advise our clients regarding their exposure to liability, negotiate pre-litigation settlements of disputes, and assist in preparing tenders to insurance
