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Business Formation


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Business Formation


 

We guide the entrepreneurs in all legal aspects related to the formation of their businesses, including:

  • Choice of business entity
  • Choice of jurisdiction
  • Incorporation
  • Organizational documents
  • Shareholder agreements and LLC operating agreements
  • Founder subscription agreements
  • IP assignment agreements
  • Founder vesting agreements
  • Proprietary information and invention assignment agreements
  • Corporate resolutions
 
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Employment & Executive Compensation


Employment & Executive Compensation


 

We handle a broad range of employment matters, including the preparation of employment and severance agreements and proprietary information and invention assignment agreements. We design the cutting-edge compensation, incentive, and equity plans that play such a significant role in driving the growth of emerging growth companies, including grants of restricted stock, stock options, profits interests shares, restricted stock units and stock appreciation rights. This involves a sophisticated understanding of the tax, securities, and regulatory environment affecting these programs, as well as of the more recent market trends in compensation and incentives.

 
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Financings


Financings


 

We have been involved in every stage of venture financings, including seed financings, angel investments, venture capital financings, institutional financings, and later-stage equity or mezzanine financings. We have a sophisticated understanding of the securities and regulatory environment affecting these financings. Our focus ensures that we are at the forefront of developing market trends and provide the most current advice available. We are therefore able to help our clients structure financing terms that are competitive in the marketplace. Transactions include:

  • Traditional convertible preferred stock financings
  • stripped-down convertible preferred stock (including Series Seed or Series AA financings)
  • Convertible note financings
  • Convertible equity financings (including SAFEs)

We maintain relationships with business angels, venture capital funds, incubators, merchant banks and private investors in the United States and abroad, increasing your odds of obtaining financing through our relationships.

 
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Commercial & Technology Transactions


Commercial & Technology Transactions


 

We have assisted our clients with a great variety of commercial and technology transactions. With extensive experience in these transactions and the particular industries in which they arise, we add value not only in drafting and negotiating the agreements, but also in establishing their business terms. Our expertise includes the following types of business and commercial agreements:

  • Agency agreements
  • Confidentiality agreements
  • Consulting agreements
  • Distribution agreements
  • Employment agreements and incentive plans
  • Franchise agreements
  • Joint venture agreements
  • License agreements
  • Loan agreements
  • Outsourcing agreements
  • Partnership agreements
  • Procurement agreements
  • Product development agreements
  • Sales agreements
  • Software development agreements
  • Supply agreements
  • Value added reseller agreements
  • Website terms of use and privacy policies
 
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Mergers & Acquisitions


Mergers & Acquisitions


 

We have extensive experience with mergers and acquisitions and in representing both sellers and buyers, which allows us to bring efficiency, focus and a high degree of skill to the transaction process. Whether you need help with M&A planning, an asset or stock deal, or are potentially merging with another entity, we have the experience required to help you succeed.

Adequate planning is the only way to ensure that an M&A transaction occurs seamlessly, without any significant loss of time or money. After the M&A planning phase, we help negotiate the terms of the deal and then provide assistance with drafting the term sheet or letter of intent outlining the key terms of the deal. Once the parties have agreed to the key terms of the transaction, we craft and negotiate the acquisition documents and we then help ensure that our client gets everything that it has bargained for by assisting in the due diligence investigation and the final closing of the deal.

 
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Private Equity Fund Formation


Private Equity Fund Formation


 

We have extensive expertise in structuring private equity funds and preparing their offering documents, including:

  • Venture capital funds
  • Private equity funds
  • Hedge funds
  • Conservation easement funds
 
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International Transactions


International Transactions


 

Doing business within your home country is complex enough, but when you add the customs and laws of a foreign country on top of an already difficult terrain to navigate, you need an international attorney on your side. We regularly offer international legal advice on inbound and outbound international transactions, including cross-border mergers and acquisitions, technology transfers and licenses, outsourcing, sales and procurement, joint ventures, and international financings. Michael Horten has US and European law degrees and has years of experience in doing deals in Europe, Asia and Latin America.

By understanding the key underlying principles and provisions in drafting effective transnational agreements, we provide the international legal advice that will help you avoid the typical mistakes companies make when going international. We have a network of foreign law firms available to provide foreign legal advice. We manage these resources so that our clients receive seamless advice and service.