Corporate and Business Law

Selection and structure of appropriate entity: incorporation, partnership, limited liability partnership, and/or limited liability company formation; restructure and recapitalization of existing businesses; qualify businesses in foreign jurisdictions.

Provide analysis and advocacy; draft stock option/phantom stock plans and stock appreciation rights agreements; facilitate venture capital and other equity and investments transactions.

Prepare and negotiate employment agreements, counseling on restrictive covenants including non-compete, non-solicitation as well as non-disclosure agreements; advise on compliance with employment-related laws and regulations; advise and prepare employment policies and manuals; preparation of employee severance agreements.

Prepare license, software and hardware maintenance agreements, development, web hosting, work for hire and related agreements; identify and assist in managing, protecting and securing intellectual property/capital assets with regard to employees, clients and customers and intellectual property assets; manage legal issues, such as protection of trade secrets.

Representation of buyers and sellers of large and small businesses in virtually all types of industries, including, by way of example, restaurants, professional service practices, manufacturing companies, retail stores, and service businesses; assess and compile due diligence documentation, prepare stock purchase and asset purchase agreements.

Structure, negotiate, prepare and review of commercial documents and transactions, including all types of business contracts, financing, and loan documents (representing both borrowers and lenders) including promissory notes, financing statements, security agreements, stock pledge and hypothecation agreements, stockholder agreements, buy-sell agreements, proxy and voting agreements, in support of client’s goals.

Provide counsel and assist clients with negotiating entry into and exit from businesses including buy-outs, deadlocks, minority shareholder rights, and commercial mediation and arbitration.

Counseling both creditors and debtors with respect to preference claims, debt collection and reorganization.

Provide overview counsel to prospective franchisees; analyze and negotiate franchise agreements and represent franchisors and franchisees in disputes.