Services
Startup Advice
I provide counsel to founders and startup companies regarding typical legal issues confronted by early-stage companies, including:
- Entity selection and formation
- Founders’ agreements
- Stock plans and option grants
- Friends and family and angel financings
- Venture capital financings
- Software licensing
- Employment and consulting agreements
- NDAs and confidentiality agreements
Securities and Investments
Angel and Venture Capital Investments
I regularly advise entrepreneurs starting a new company on entity formation and capital structure, and aid in negotiations with angels and other early stage investors in early stage investments and venture capital firms in later stages. I help guide allocation of share ownership among founders and other participants, and assist with the development of stock or other equity-based compensation, including profits interests plans for companies formed as LLCs, and act as corporate secretary for my startup clients.
For indvidual angels and other investors contemplating early stage investments, I help in structuring the investments, negotiating and drafting the requisite documentation and completing the necessary filings. I perform legal due diligence investigations, help assess the benefits and liabilities of a proposed investment, and inquire into the relevant aspects of the company’s past, present, and future. If the due diligence involves areas beyond my expertise, such as complicated tax, IP or employee benefits matters, I can call on the expertise of partners at one or more of the firms in which I previously was a partner.
General Compliance Issues
I regularly assist companies regarding compliance with federal and state securities laws. These laws can be an important, but often overlooked, element in business transactions, including mergers and acquisitions and the formation of new ventures.
I regularly advise entrepreneurs starting a new company on entity formation and capital structure, and aid in negotiations with angels and other early stage investors in early stage investments and venture capital firms in later stages. I help guide allocation of share ownership among founders and other participants, and assist with the development of stock or other equity-based compensation, including profits interests plans for companies formed as LLCs, and act as corporate secretary for my startup clients.
For indvidual angels and other investors contemplating early stage investments, I help in structuring the investments, negotiating and drafting the requisite documentation and completing the necessary filings. I perform legal due diligence investigations, help assess the benefits and liabilities of a proposed investment, and inquire into the relevant aspects of the company’s past, present, and future. If the due diligence involves areas beyond my expertise, such as complicated tax, IP or employee benefits matters, I can call on the expertise of partners at one or more of the firms in which I previously was a partner.
General Compliance Issues
I regularly assist companies regarding compliance with federal and state securities laws. These laws can be an important, but often overlooked, element in business transactions, including mergers and acquisitions and the formation of new ventures.
M&A Transactions
Mergers, Acquisitions and Sales
I routinely represent clients of all sizes that seek to acquire or sell companies or their assets. I help clients determine the optimal deal structure, provide counsel on business as well as legal matters and risks, and negotiate and draft deal documents, including those relating to necessary financing arrangements.
Divestitures/Spin-offs
Sometimes a company wants to sell off only a portion of itself (divestiture) or wishes to divide the company into two distinct business entities (spin-off). I have significant experience in both areas.
Due Diligence Investigations
I perform legal due diligence investigations on behalf of acquiring entities, and assist companies preparing to be acquired or merge with the conduct of the acquiror's investigations. Because of my years of experience on both sides of M&A transactions, I am well positioned to offer advice and insight into the business aspects of diligence as well. If the due diligence involves areas beyond my expertise, such as complicated tax, IP or employee benefits matters, I can call on the expertise of partners and other at one or more of the firms in which I previously was a partner.
I routinely represent clients of all sizes that seek to acquire or sell companies or their assets. I help clients determine the optimal deal structure, provide counsel on business as well as legal matters and risks, and negotiate and draft deal documents, including those relating to necessary financing arrangements.
Divestitures/Spin-offs
Sometimes a company wants to sell off only a portion of itself (divestiture) or wishes to divide the company into two distinct business entities (spin-off). I have significant experience in both areas.
Due Diligence Investigations
I perform legal due diligence investigations on behalf of acquiring entities, and assist companies preparing to be acquired or merge with the conduct of the acquiror's investigations. Because of my years of experience on both sides of M&A transactions, I am well positioned to offer advice and insight into the business aspects of diligence as well. If the due diligence involves areas beyond my expertise, such as complicated tax, IP or employee benefits matters, I can call on the expertise of partners and other at one or more of the firms in which I previously was a partner.
General Counsel and General Commercial Services
I offer a variety of general commercial legal services. These can take the form of project by project engagements or retention as outside general counsel for companies that don't have a full-time lawyer but have full-time legal challenges that require dedicated focus and support or that have their own lawyer (or lawyers) on staff but need specialized transactional assistance or backup support, either on a "one-off" or regular basis.
I'm open to any sort of billing arrangement, from project based or hourly fees to fixed daily rates to fIat monthly fees for a basket of hours or services. I don't require specific minimum commitments - rather, I work the hours and projects you want. In short, I give you full-time lawyer type advice and insight without the full-time commitment.
The general commercial services I can offer encompass a variety of general commercial and operational matters and agreements designed to help guide clients through their various growth stages, and typically include the following engagements, among others:
Products & Revenue
Operations
Employees and Consultants
I'm open to any sort of billing arrangement, from project based or hourly fees to fixed daily rates to fIat monthly fees for a basket of hours or services. I don't require specific minimum commitments - rather, I work the hours and projects you want. In short, I give you full-time lawyer type advice and insight without the full-time commitment.
The general commercial services I can offer encompass a variety of general commercial and operational matters and agreements designed to help guide clients through their various growth stages, and typically include the following engagements, among others:
Products & Revenue
- Inbound and outbound Licensing Agreements
- Strategic Alliances
- Development Agreements
- Distribution Agreements
- Technology Transfer Agreements
- OEM and VAR Reseller Agreements
- Outbound Master Services and SaaS Agreements
- Website Terms of Service
- Privacy Policies
Operations
- NDAs
- Vendor and Supplier Contracts
- Joint Venture and Teaming Agreements
- Inbound Master Services and SaaS Agreements
- Hosting and Services Agreements
- Corporate Governance Policies and Procedures
Employees and Consultants
- Employment Agreements and Offer Letters
- Employer Handbooks and HR Policies
- Consulting and Advisor Agreements
- Stock Transfer Restrictions and Employee Stock Sales
- 409A Advice and Compliance
