Corporate

Serving as general outside counsel to many of our small and mid-sized clients, we provide entire life cycle legal and business advisory services. For our larger clients, we provide respresentation on more routine matters in a cost-effective, client-focused manner. We have strong relationships in the community with other service providers that we can add to your team to accomplish your goals, including CPAs, commercial bankers, investment bankers/brokers, insurance agents, wealth managers, executive coaches, and even other attorneys. We truly strive to serve as your general counsel regardless of your particular industry … the quarterback of your legal team.

COMPANY FORMATION

Whether you are starting your own one-person business or going into business with two or more partners, we can help get you started. We can assist you choose the right entity and jurisdiction to form your business, register your entity, secure a registered agent if needed, obtain licenses, adopt organizational documents and take all other steps required to get your business up and running. When there are multiple owners, we can help determine the appropriate capital structure, negotiate and draft operating agreements/stockholder agreements, and provide guidance to the owners on the issues that multiple owners typically encounter so that they can determine up front how to manage their relationship in the event of future disputes.

We have particular knowledge about the ownership and governance restrictions placed on companies with small business certifications such as 8(a), SDVOSB, WOSB, HUB Zone and MBE/DBE.

GOVERNANCE

Even private companies need good governance, and all companies with more than one stakeholder need guidance on how to properly deal with those relationships. How a company deals with its employees and contractors, minority owners, Board of Directors, Advisory Board, lenders and contractual partners is vital to running a successful business. We can help you navigate those waters in a business-focused, risk aware manner.

COMMERCIAL CONTRACTS

Non-disclosure Agreements, Letters of Intent/Memorandums of Understanding, and definitive commercial agreements of all types… these are the life-blood of your business, and we can help you create form documents that are tailored to your needs, as well as negotiate specific agreements with third parties. If you have a specialized agreement that is outside our scope of experience, rather than “muddle through” as some lawyers might, we will identify and bring in the right resource to provide you skilled representation.

FRANCHISE AGREEMENTS

Many new business owners decide to purchase a franchise, but they often aren’t aware of all of the pitfalls that such an endeavor entails. We know what to expect when faced with an inches thick Franchise Disclosure Document and can provide guidance to the potential franchisor on the issues that are likely to impact them the most. We also provide guidance to our clients throughout the franchise relationship, as signing the Franchise Agreement is only the first step.

PRIVATE FINANCING

Not all clients have the resources to self-finance or generate sufficient revenue to grow organically. Whether you are obtaining funds from a commercial lender, friends and family, angel investors, venture capitalists, private equity investors or strategic partners, we have experience not only in negotiating and structuring the transactions and documenting the deal, but providing you guidance as to whether the transaction makes sense in addressing your business needs. And we don’t only represent the companies receiving funds. Among our clients are wealthy investors to whom we provide guidance in negotiating their investments in small companies.

For offerings that are relying on an exemption from registration with the SEC, we can assist in the preparation of your offering materials, Reg D filing and Blue Sky compliance.

MERGERS AND ACQUISITIONS AND OTHER COMPLEX TRANSACTIONS

Whether you are looking to sell your company or you are looking to buy, we can provide the legal expertise to get you from signing the NDA through closing. We have experience with numerous transactions, including sales to strategic buyers, sales to financial investors, management buy-outs/spin-offs, and mergers between strategic partners. We can help structure the transaction, advise on potential financing structures, conduct or assit with due diligence, prepare and negotiate definitive sale documents, produce disclosure schedules, provide ancillary closing documents, or any combination of these services. We understand that not all transactions are the same, and we tailor our representation to address the particular business needs, risk profiles and budgets of our clients. Your M&A lawyer is your field general, but you are still the commander in chief.

Although we have handled M&A transactions across multiple industries, we have particular expertise in transactions involving government contractors (including those with small business certifications) and information technology and other professional services businesses in both the federal and commercial spaces.

We also have significant experience with other complex transactions, including corporate reorganizations involving multiple classes of stockholders and consolidations of subsidiaries and affiliated entities.

COMPANY DIVORCES

It is a fact of life that not all business partnerships end well. We have significant experience working through these very sensitive transactions, attempting at all time to secure a mutual settlement of all outstanding issues among the parties so that there can be a clean break where both sides can move forward on their separate paths. We work with clients to put the emotional issues to the side and focus on the core business concerns that the parties need and are able to address without having to resort to costly litigation.

REGULATORY COMPLIANCE

In addition to our expertise addressing issues relevant to government contractors, we assist our clients with many other significant regulatory licensing and compliance issues. For certain specialized fields, we will bring in the appropriate resource to address your needs in a team approach that continues to focus on your business goals.

TRADEMARKS

One of the first steps a company takes in building and protecting its intellectual property is in the creation of its brand image.  We assist our clients in creating and registering their trademarks and service marks, including conducting detailed trademark searches as well as preparing, filing and prosecuting trademark applications in the United States.