New Entity Formation. We routinely form new corporations and limited liability companies (LLCs), handle capital transactions, prepare stock option plans, and negotiate and draft employment agreements, stock purchase documents and other agreements relating to start-up matters. Many corporations we form are organized under Delaware law, in anticipation of financing, acquisition or IPO, but we are equally experienced with closely held California entities.
Venture Finance. Silicon Valley is the heart of the venture capital community, and we regularly represent both investors (VC, angel and investment funds) and portfolio companies in debt and/or equity financings. We also have expertise in investments made in LLCs which may involve special tax and accounting considerations.
Partnership and Limited Liability Companies. We routinely form partnerships and LLC’s which are to be used as vehicles for securities investment (as venture funds), real estate investment and development, and operating companies and we are frequently consulted to advise other law firms on issues unique to partnership and operating agreements.
Equity Compensation. Almost every start-up relies on equity compensation – stock and options – as currency in its early stages. We advise on appropriate capitalization and structure for our start-up clients and prepare stock plans involving the grant of stock and/or options. We also advise with respect to phantom or virtual stock plans and stock appreciation rights (SAR) plans and the implementation thereof, while ensuring compliance with applicable federal and state securities and tax regulations.
Agreements and Licensing. We act as counsel to many companies in connection with their day to day commercial agreements, and draft and negotiate commercial and intellectual property agreements, including license agreements, distribution agreements, manufacturing and supply agreements, and others as may be needed. Through our affiliations with intellectual property (IP) counsel, we are able to handle matters involving highly technical IP issues, including, for example, those relating to patent rights, cross licensing, and trade secrets.
General Corporate Counsel. Given our competitive rates, clients and in-house counsel rely on us to advise on a variety of day to day matters, such as business agreements, employment issues, regulatory and other contract and legal matters. Our “of counsel” attorney network allows us to address a broad range of questions when issues involving specialization arise.
Issues of Closely Held Companies. Our corporate clients range from those with a single founder or a few shareholders to those that attract professional financial investors and/or stratagic partners. We understand the issues that are unique to closely held companies and regularly advise on corporate governance and shareholder matters. We prepare and assist clients in implementing buy-sell arrangements, evaluating, making and preserving the S election, if appropriate, and addressing day to day legal issues. Our practice for closely held companies fits well with our tax practice, since closely held companies often have the flexibility necessary to engage in tax planning and wealth and asset preservation and maximization.
Emerging Companies. We act as an integral member of the team for high growth businesses in diverse industries during their initial and emerging stages of growth. We routinely offer strategic advice to founders and management in reviewing company business models and plans, assisting to identify, source, structure and secure financing, assisting in development of an effective Board of Directors and attending Board meetings, establishing stock option plans and employee compensation matters, identifying and leasing office, lab and manufacturing facilities, and negotiating technology transfer, licensing and strategic alliances, as well as development, implementation of an effective intellectual property strategy. Our team works side by side with management to acquire an in-depth understanding of its business, technology and products and to promote achievement of corporate objectives at each stage of development.