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Corporate/Transactional Law
General Corporate Counseling
The firm provides comprehensive corporate counsel to
businesses from formation of a business through selling
a business. We have extensive experience representing
businesses and will consistently strive to work as an
asset to your business by providing unparalleled
personal attention on a cost effective basis. We can
serve as your day-to-day corporate counsel and your
trusted advisor. Similar to the in-house legal counsel
of large corporations, we become familiar with the
business methods and objectives of our clients. Some of
the services we provide in this area include:
• Advising clients on choice of business entity (e.g.,
corporations, LLC’s, etc.) and capitalization structure
• Drafting and negotiating all forms of business
contracts (e.g., buy-sell agreements, joint venture
agreements, stock purchase agreements, etc.
• Representation related to corporate transactions
• Counseling on applicable legal principles related to
relevant business sectors
• Development and protection of intellectual property
• Compliance with applicable corporate governance laws
and regulations
• Stock option plan formation, implementation and
maintenance
Commercial Contract/Licensing Agreements
Whether a new venture or an established
business, the contracts that you have with your clients
and vendors can help determine the success of your
business. Indeed, a professionally-tailored agreement
speaks volumes as to how serious a business regards
itself and its customers. In this regard, a good
contract often goes unnoticed -- until something goes
wrong and the specter of litigation looms. A bad
contract or no contract will often lead to disagreements
with customers/vendors, lost business, and potential
litigation to resolve disputes. Accordingly, for all
businesses it is vitally important to have carefully
drafted contracts that are customized for your business
purposes. We have extensive experience drafting and
negotiating contracts for our clients, including:
• Drafting and negotiating all forms of commercial
agreements
• Nondisclosure, consulting, professional services,
offshore development and joint development agreements
• Joint marketing, partnering and strategic alliance
agreements
• Vendor agreements and debt instruments
Equity/Debt Financings
The firm has established relationships and connections
to the investment banking, private equity, and hedge
fund industries in Southern California. We can also help
you find financing partners or opportunities for
acquisition that best meet your business objectives. Our
services in this area include:
• Negotiating venture financing term sheets and
transaction documents
• Advising clients on financing strategy, business
plans, private placement memoranda and investor
presentations
• Representing companies, as well as venture capital
investors
• Coordinating due diligence process on behalf of
company clients (onsite)
• Due diligence review on behalf of investor clients
• Negotiating commitment letters, debt financing term
sheets and loan and security documents
• Advising clients on loan and security structure and
strategy, including asset-based financings,
letter-of-credit facilities, investment grade bank and
non-investment grade credit facilities, and medium-term
note programs
• Representing companies, commercial banks and financial
sponsors
• Coordinating due diligence process and collateral
review on behalf of clients |
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