The Firm’s Business and Entrepreneurship Practice advises entrepreneurs and companies in connection with a wide variety of transactional matters. The Firm’s Business and Entrepreneurship Practice provides representation in the following areas: General Corporate Law, Contracts, Securities, Venture Capital and Private Equity, Emerging Companies, Mergers and Acquisitions, Employment, Director and Officer Liability, and Real Estate.
The Firm’s corporate clients operate across multiple industries, including Advertising and Interactive Media, Art, Construction, Consulting, Entertainment, Fashion, Financial Services, Food and Beverage, Health Care, Informatics, Physical Fitness, Real Estate, Retail, Software, Technology and Travel. The Firm also works with non-profit organizations with charitable or educational purposes. The Firm may work in tandem with a company’s in-house general counsel or may serve directly as such company’s outside general counsel.
The Firm represents both domestic and foreign companies. For representation of clients which have matters originating outside of the State of New York, including international matters, local counsel in other jurisdictions may be engaged to assist in the representation, including performing certain filing requirements in other jurisdictions.
The Firm prides itself on its ability to provide both domestic and foreign clients with practical solutions to legal challenges. This is accomplished by considering the legal issues in the context of the client’s industry, the global economy and the client’s specific needs and business goals.
The Firm advises clients on matters of general corporate law, including assisting commercial enterprises in determining which form of entity is best suited to their needs – principally corporations, limited liability companies or partnerships. For not-for-profit entities, the Firm may assist the non-profit in obtaining its tax-exempt status under state and federal law, including filing a 501(c)(3) application on the client’s behalf.
The Firm assists clients with pre-formation agreements. Upon formation, the Firm prepares governing agreements, including shareholder agreements, for the newly-formed entities.
The Firm also advises on matters of general corporate governance. In addition, at the end of a company’s life, the Firm provides assistance with its dissolution and wind-up, including departing partner and shareholder buy-out agreements and asset sales.
The Firm provides assistance to clients on a wide variety of contract matters, helping clients document their commercial relationships so that the parties involved will understand their respective rights and responsibilities. Contractual issues on which the Firm advises include the creation of, and documentation for, consulting agreements, manufacturing agreements, factoring agreements and commission agreements.
For some companies, including emerging companies, the Firm often creates form contracts for a company to use in its on-going business operations, such as employment agreements and agreements for members of their boards of advisors. The Firm also advises on letters of intent and non-circumvention agreements for potential relationships, such as strategic partnerships and joint ventures, as well as mergers and acquisitions situations.
The firm also represents individuals in connection with contract preparation and handles contract disputes for individuals through its Litigation Practice.
The Firm provides advice in connection with private companies’ issuance of securities. The Firm provides advice in connection with private companies’ stock option plans and the issuance of securities to advisors, directors, officers and employees as company incentives.
The Firm advises on private placements, depending on the size of the investment and the relationship between the client and the investor. See Venture Capital and Private Equity.
The Firm provides advice in connection with private companies seeking financing from angel investors and venture capitalists. The Firm advises on securities laws in the venture capital and private equity arena and advises on financing matters, including private placements under Regulation D and the resale of restricted securities under Rules 144 and 144A.
In addition, the Firm provides advice in connection with angel investors’ investments in early-stage companies and venture capital funds’ initial and follow-on investments in their portfolio companies, including engaging in legal due diligence and providing the documentation for such investments. The Firm may also counsel venture capital funds in connection with the ongoing management and operation of their portfolio companies.
The Firm has a special interest in working with domestic and foreign emerging companies, which are companies that are in start-up and growing non-public companies, and welcomes the opportunity to be part of their future. The Firm provides a broad range of legal services to such emerging companies across a number of industries, including companies in the Internet and Technology sectors. The Firm’s services include counseling on matters from the initial phase of corporate activity – including formation and obtaining financing from angel investors and venture capitalists, as well as financing through lenders – to appropriate exit strategies including mergers and acquisitions.
The Firm advises on many of the day-to-day corporate issues facing emerging companies, including advising on all types of contracts, including employment agreements, joint research and development agreements, product distribution agreements and customer contracts, as well as intellectual property rights, in conjunction with its Intellectual Property Practice.
The Firm provides advice in connection with mergers and acquisitions transactions, counseling clients in both negotiated and non-negotiated transactions. Such transactions include the acquisition or disposition of securities and the acquisition or disposition of assets.
If necessary, the Firm may appear in court, through its Litigation Practice, on behalf of target companies or potential acquirers in certain transactions, including transactions arising out of a company’s bankruptcy or reorganization. When appropriate the Firm will work with the client’s bankruptcy counsel in connection with the acquisition and disposition of assets subject to the jurisdiction of the bankruptcy courts.
The Firm assists companies with their employment law matters, including preparing employment agreements. For companies seeking to bring overseas talent to the U.S., the Firm will work with the company’s immigration counsel concerning visas and other matters of immigration law.
The Firm provides advice to top-level management and consultants seeking to evaluate their rights and obligations under employment agreements. The Firm also assists clients in the negotiation of employment agreements, including non-compete and non-solicitation provisions and “for cause” termination provisions, and provides advice with regard to company incentive programs, including stock option plans and profit-sharing arrangements.
The Firm, through its Litigation Practice, may represent top-level management and consultants in connection with disputes with their current or former employers. Severance agreements may be negotiated for clients to achieve a buy-out upon their departure from their employer.
DIRECTOR AND OFFICER LIABILITY
The Firm provides advice to companies on fiduciary obligations of their corporate officers and directors. The Firm also advises on matters of general corporate governance. In addition, at the end of a company’s life, the Firm provides assistance with its dissolution and wind-up, including departing partner and shareholder buy-out agreements and asset sales.
The Firm provides advice directly to directors and officers of companies, when such individuals seek outside representation beyond what the companies with which they are affiliated may provide. In such instances, the Firm may advise them on the scope of their fiduciary obligations under applicable statutes and case law.
The Firm’s Litigation Practice may represent directors and officers in actions brought by companies or shareholders against them individually for breach of their fiduciary duties.
The Firm provides advice in connection with the lease and purchase of commercial and residential property for investment purposes. The Firm provides representation in connection with the negotiation of commercial space for companies’ executive offices and business operations and counsels clients in connection with real estate acquisitions, including the financing therefor.
Through its Litigation Practice, the Firm also provides representation for disputes between commercial landlords and tenants, and when necessary, may appear in court on behalf of such clients to resolve tenancy-related disputes.
The Firm also provides advice to individuals in connection with the purchase of residential real estate. The Firm represents buyers and sellers in transactions involving houses, cooperative apartments and condominiums. When real estate deals do not go as planned, the Firm may also represent buyers, sellers, commercial landlords and commercial tenants in litigation relating to the property through its Litigation Practice.
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