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Start-Up and Emerging Companies
- Avoiding conflicts with previous employers
- Company formation and incorporation
- Issuance of founder stock and vesting arrangements, such as restricted stock purchase agreements
- Executive agreements
- Employee equity incentives and stock option plans
for key employees and staff
- Confidential information and invention assignment agreements
- Intellectual property protection
- Equity, convertible debt, and warrant financing, including seed, bridge, and venture rounds involving angel, venture capital, and strategic investors
- Issuance and transfer of securities and state and federal securities law compliance
- Consulting and non-disclosure agreements
- Re-organizations, re-incorporations, and restructurings
- Management carve-outs
- Commercial loans, including venture leasing and accounts receivable and asset-based lending
- Strategic partnering and joint ventures
- Commercial relationships, including sales, licensing, manufacturing, OEM, distribution, reseller agreements, and letters of credit
- Web site terms of conditions of use and privacy policies
- Corporate governance, including board and shareholder meetings, voting, proxies, and consents
- Standard forms, including confidential information and invention assignment agreements, terms and conditions of sale, and employment offer letters
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Venture Capital Financings
- Term sheets
- Preferred stock, convertible debt, and warrant financing
- Seed, bridge, and venture rounds
- Representation of issuers
- Representation of foreign and domestic venture, angel, and strategic investors
- Preferred stock purchase, note purchase, and warrant purchase agreements, and ancillary agreements and documents
- Investor rights agreements, including registration rights agreements
- Management rights agreements
- Voting agreements
- Charter documents
- Reorganizations, re-incorporations, and restructurings
- Management carve-outs
- Issuance and transfer of securities
- State and federal securities law compliance
- Compliance with reporting and disclosure requirements for foreign investors
- Due diligence, including production, investigation, and review
- Disputes re cram-downs and wash-out financings
- Disputes re pre-emptive rights, rights of first refusal, and participation rights
- Disputes involving investors, shareholders, founders, directors, and management
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Mergers and Acquisitions
- Mergers, stock purchases, asset sales, and stock swaps
- Public and private parties
- Foreign and domestic parties
- Roll-ups and spin-offs
- Private equity transactions and leveraged buyouts
- Acquisitions out of bankruptcy
- Re-organizations, re-incorporations, and restructurings
- Representation of buyers, sellers, management, and shareholders
- Investment banking agreements
- Letters of intent and confidentiality and no shop agreements
- Deal structuring, documentation, and negotiation
- Acquisition agreements, non-competition, consulting and other related agreements
- Due diligence, including investigation, document production, and review
- Approvals and consents, including board, shareholder, third party, and governmental
- State and federal securities law compliance
- Hart-Scott-Rodino compliance
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Securities Law Compliance
- Issuance and transfer of securities
- Private placements
- Public offerings
- Registration rights agreements
- Representation of directors and major shareholders
- Rule 144 sales
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Intellectual Property
- Intellectual property protection programs
- Trade secret protection
- Licensing and distribution agreements
- Technology transfers
- Manufacturing relationships
- Due diligence
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Strategic Alliances and Joint Ventures
- Choice of structure
- Governance and control
- Resource and funding contributions
- IP ownership
- Technology transfers
- Exit strategies
- Profit and loss sharing arrangements
- Remedies on default
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Corporations, Limited Liability Companies, and Partnerships
- Choice of entity
- State of formation
- Charter documents
- Issuance and transfer of securities (stock, partnership, and LLC interests)
- Voting, proxies, consents, and meetings
- Rights and obligations of partners, members, managers, shareholders, directors, and officers
- Organization and incorporation
- Buy-sell agreements
- Reorganizations and dissolution
- Internal governance and dispute resolution
- Arbitration
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Executives, Employees and Consultants
- Equity incentives
- Stock option plans
- Executive employment agreements
- Wrongful termination prevention and defense
- Employment and consulting agreements
- Severance agreements
- Confidential information and invention assignment agreements
- Offer letters
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International Transactions
- Migration of foreign companies and reorganization in the US
- Inbound and outbound investing
- Offshore manufacturing
- Compliance with reporting and disclosure requirements for foreign investors
- Technology transfers, licensing, and distribution
- Export controls
- Offshore technology cost-sharing arrangements
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Business Finance
- Equity, convertible debt, and warrant financing, including seed, bridge, and venture rounds involving
angel, venture capital, and strategic investors
- Venture lending and venture leasing
- Commercial loans including asset-based loans, accounts receivable financing and factoring
- Equipment leasing
- Issuance of warrants to lenders
- Trade finance and letters of credit
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Commercial Transactions
- Customer and supplier agreements
- Product warranty
- Secured transactions
- Terms and conditions
- Debtor and creditor relations
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Business Litigation
- Commercial disputes
- Dealer termination
- Disputes arising out of cram-downs and wash-out financings
- Disputes re pre-emptive rights, rights of first refusal, and participation rights
- Stakeholder disputes involving investors, shareholders, founders, directors, and management
- Corporate divorce and involuntary dissolution
- Unfair competition
- Intellectual property
- Wrongful termination defense
- Arbitration matters
- Protection against insolvent vendors and customers
- Collection matters
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