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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

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
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
        SEC and state securities law filings and compliance
        Stock purchase agreements, subscription agreements and “accredited investor” documentation
        Securities law audits and rescission offers

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