Corporate and Transaction Oriented Business Law

Business Structure, Entity Formation and Maintenance.

Entrepreneurs face challenges when setting up and running a new business. Establishing the correct legal structure for new ventures early on lets you focus on growing your company.

We have years of experience in structuring and documenting the complex relationships that exist among company founders, investors, employees and other stakeholders. This includes helping clients understand the legal ramifications of growth, funding and exit strategies that establish the most advantageous corporate and capital structures. We look at both short term and long term issues associated with each strategy in order to assist you in making decisions that will work in the short term and prove sound down the line as your business grows and matures.

In addition to advising you about the optimal structure of your new company, we handle preparing and filing entity formation documents, and drafting and negotiating partnership agreements, operating agreements and shareholders and buy-sell agreements.

Many companies, especially emerging companies on an accelerated growth track, lack the in-house expertise to manage necessary "corporate housekeeping" tasks. We assist in handling annual corporate filings and preparing minutes and other documents necessary to keep the books and records of an entity in legal compliance, including stock and limited liability company journals that record transfers or redemptions of company ownership interests.

Corporate Governance and Equity Compensation.

Now, more than ever, good corporate governance is important. We counsel and support our clients in corporate governance matters, which include counseling boards of directors and trustees regarding fiduciary duties, especially in transactions in which the director or trustee may have a personal interest or conflict of interest. We also advise Boards regarding special duties that may arise in connection with selling securities, mergers and acquisitions and other transactions.

We work closely with management to develop equity and other deferred compensation arrangements to provide financial and ownership incentives for management, employees, key personnel and consultants.

General Business Representation, Negotiation and Drafting Business Agreements.

A legal team that understands your culture, business methods, goals, and policies can be a valuable asset to a young or growing company. We believe in gaining a complete understanding of each client's business, methods, culture and policies. By doing so, we can better assist clients in managing their relationships with their customers, suppliers, employees, consultants and agents. We think that our approach has tremendous advantages for young and growing companies.

Many of our clients have used us as their outside general counsel to provide day-to-day legal services without incurring the cost of full-time in-house counsel.

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Others use us for specific needs.

We have experience in negotiating and preparing a large range of business agreements, including agreements relating to:

  • Selling Goods and Services
  • Consulting Services
  • Non-Disclosure and Confidentiality And Non-Competition
  • Product, Technology and Software Development Licensing and Transfer
  • Employment
  • Independent Contracting
  • Web Site and E-Commerce
  • Product Distribution and Sale
  • Sales Representation and Agency
  • Leasing

We try to stay abreast of our clients’ businesses and work closely with them to ensure that they have the most appropriate form of agreement for each unique situation, while helping the client balance the risks and opportunities of doing business. We constantly try to monitor and update client agreements so that clients have the right tools with which to do business while mitigating business risk to the extent possible from a contractual perspective.

Buying and Selling Businesses.

A properly structured deal considers much more than just price. We provide our clients with support that we think is critical to the deal's success, which includes advice regarding deal structure (including tax considerations), due diligence, transition planning (including how employees will be transitioned), anticipation of changing and unforeseen circumstances, documentation (including appropriate representations and warranties) and, where appropriate, after transaction reporting and monitoring.

We can help manage transactions both for established companies who are seeking to expand their businesses through acquisitions and strategic sales, as well as for experienced entrepreneurs who have grown their businesses and are ready to move on to their next challenge. We also provide special support for clients inexperienced in buying or selling a business.

We assist buyers and sellers with the negotiation and drafting of all of the documents they need to complete a transaction, such as

  • Term Sheets
  • Letters of Intent
  • Due Diligence Requests and Responses
  • Purchase Agreements
  • Merger Agreements
  • Standstill Agreement
  • Bills of Sale
  • Assignment Agreements
  • Escrow Agreements
  • Non-competition Agreements
  • Employment Agreements

Buy side or sell side, we work closely with our clients and their business and tax advisors to structure the transaction for the best possible business, legal and tax results, regardless of whether the transfer involves stock, assets or a merger.

Business Succession Planning.

We help privately held and family business owners to plan for changes in ownership and management succession or to position them for short or long term exit strategies, such as buy-out or acquisition. We address these issues by helping clients use such tools as gifting programs, stock purchase, transfer restriction and buy-sell agreements, family limited partnerships and trusts, company recapitalizations and deferred compensation plans.

Franchising and Business Opportunity Transactions.

We counsel prospective franchisees in connection with reviewing and negotiating franchises and business opportunity relationships, both at their inception and as problems arise. In addition, although we do not consider ourselves to be a “franchise specialty firm”, we have had experience in helping businesses develop franchise and business opportunity offerings and/or to structure relationships with new licensees and others in a manner that is exempt from franchise and business opportunity regulation. These activities require a thorough understanding of the Federal Trade Commission Rule and the business opportunity laws and regulations of the particular state in which the business is operating.

Project Planning. Outside of the United States.

Jack Donenfeld has been involved as an entrepreneur and investor in several businesses outside of the United States, and his consulting firm, Corporate Research LLC, provides non-legal strategic advice and services to people doing business internationally. These experiences have enabled him to develop relationships with top-notch professionals in other countries, including relationships with excellent lawyers who work for our clients’ benefit under his direct supervision.