Business Investment Transactions

• Counseling regarding securities laws and regulations for companies seeking investments
• Counseling regarding securities laws and regulations for prospective investors
• Selection of appropriate registration exemption for investment transactions
• 25102(f) & 25102(o) filings in California
• Drafting and negotiation of investor loan agreements
• Drafting and negotiation of convertible note and stock option agreements for investment transactions
• Counseling regarding VC and angel investor funding strategies for technology startups
• Structuring, negotiating and closing of financing transactions for startup clients

Corporate Governance, Compliance and Ownership Interest Transactions

Our attorneys counsel our clients in all aspects of internal corporate governance, including such matters as director and officer resignations and appointments, issuance of stock and LLC units, amendments to bylaws and articles of formation, preparation of board minutes and resolutions, among many other corporate transactions.

Business Formation Services

Our experienced attorneys can assist you in the selection, planning and set up of your new business entity in all fifty states. The proper selection of a business entity is crucial and depends on the immediate and long-term goals of the business owner or entrepreneur. There are many considerations that should taken into account when choosing a business entity such as tax implications, ease of management, liability protection, ease of financing transactions and the cost of forming the entity. In our initial consultation we typically discuss entity selection, financing strategies, capitalization requirements, entity name selection including trademark implications, liability reduction strategies and long-term business goals.

Our complete Corporation & LLC entity formation packages typically include:

• A one-hour meeting at our offices where we go over the legal issues and business considerations of the new venture.
• Selection of appropriate business entity (Corporation, LLC, Sole Proprietorship).
• Selection of appropriate formation State (California, Delaware, Nevada etc.).
• Nationwide formation of S corporations, C corporations and close corporations.
• Nationwide formation of LLC's.
• Formation of limited liability partnerships for attorneys and accountants.
• Formation of professional corporations for accountants, doctors, dentists, attorneys and other licensed professionals.
• Formation of LLC's for real estate investments.
• Set up of agent for service of process services.
• Drafting and negotiation of buy-sell, shareholder, director and officer indemnification agreements.
• Drafting and negotiation of stock option plans for startup companies.
• Drafting and negotiation of employee confidentiality and non-disclosure agreements for startup companies.
• Drafting of certificate of incorporation or articles of organization and filing with the Secretary of State.
• Entity name selection counseling including name availability searches and advise on potential trademark considerations.
• Drafting of the bylaws for corporations or operating agreement for limited liability companies.
• For corporate entities we prepare initial board of director organizational documents and certification of bylaws by the secretary.
• Drafting of stock or common unit purchase agreements for initial owners.
• Filing of appropriate securities exemptions for issuance of shares of stock or LLC units to founders.
• Qualifying as a California corporation if entity is formed in a different state but business is conducted in California.
• Preparing form SS-4 and contacting the Internal Revenue Service to obtain an employer identification number (EIN).
• Filing Franchise Tax Board forms, if necessary.
• Drafting employee confidentiality agreements or consulting service agreements, if necessary.

Employment Agreements and Executive Compensation

As part of your business management and strategy we will assist you in best managing your employee and officer relationships.

• Provide employers with advice on employment contracts, compensation, discipline, and termination matters.
• Drafting, modification and implementation of personnel policies and employee handbooks.
• Drafting employment contracts and executive compensation plans and formulating bonus, commission, incentive pay, vacation, paid time-off and severance pay programs.

Mergers and Acquisitions

Our attorneys counsel startups and small to mid-size businesses in all aspects of the sale or acquisition of the assets or stock of business entities. The full scope of our representation includes all aspects of due diligence, structuring of the transaction, documentation and closing. We also counsel our clients on consolidations and other business reorganizations.