CONTACT US AT (775) 251-0300
1) CORPORATE TRANSACTIONS
Our transactional practice is the core of our business. Each of our attorneys has 10-25 years of experience and has closed major transactions at some of the biggest and most prestigious law firms in the country. Accordingly, we understand how to get deals done quickly and efficiently. We handle the following types of transactions:
Angel and venture capital financings
Mergers & acquisitions
Licensing and other technology and internet transactions
Strategic alliances, joint ventures and other partnering transactions
Debt/loan transactions
Divestitures and dispositions
Restructurings and recapitalizations
Executive compensation arrangements
Leveraged buy-outs
Sales of businesses
2) GENERAL CORPORATE MATTERS
Many startups and other clients retain us to act as their “outsourced in-house counsel.” This arrangement has three principal benefits: (i) we develop an in-depth familiarity with our client’s business, culture and legal needs; (ii) we maintain a long-term relationship, which facilitates efficiency of service; and (iii) we become an integral part of our client’s management team. The specific general corporate services we provide include:
Startup counseling
Formation of corporations, LLC’s and other entities, and preparation of related documentation
Shareholder agreements
Restricted Stock Purchase Agreements and other founder agreements
IP agreements, including IP assignment agreements, licensing agreements, confidential information and inventions assignment agreements, joint development agreements, and terms of service/use and privacy policy
Employment and consulting agreements
Stock option and alternative incentive compensation plans and related documentation
Commercial contracts, including services agreements, partnering agreements, vendor/supplier agreements and reseller agreements
Structuring of equity ownership, including vesting issues
Corporate governance, including board of director matters and stockholders’/voting agreements
Sourcing and vendor management
Management of outside counsel
3) SECURITIES LAW MATTERS
The securities laws are complex and require experienced lawyers to help navigate them. Indeed, non-compliance with applicable securities laws could result in serious adverse consequences, including a right of rescission for the securityholders (i.e., the right to get their money back, plus interest), injunctive relief, fines and penalties, and possible criminal prosecution. We have a strong team of experienced securities attorneys, who assist our clients in the following securities-related matters:
Seed financings (including “friends & family”)
Angel and venture capital financings
Debt financings
Private placements, including drafting private placement memoranda and related documentation
Crowdfunding
SEC and state securities law filings and compliance
Stock purchase agreements, subscription agreements and “accredited investor” documentation
Securities law audits and rescission offers