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Planning Phase
Formation
Growth Phase
Finance
Growth Phase
Exit
Merger/Sale Continuing Growth IPO Wind Down/Bankruptcy
• Entity Formation• Choice of Home State and Type of Entity• Authorization in Foreign Jurisdictions• Special Substantive Filings or Authorizations
• Corporate Documents• Shareholder Agreement/Bylaws or Operating Agreement• Stock Issuance Documents, Capital Table and Stock Ledger• Corporate Actions• Stock Options Plans
• Corporate Reorganization• Leaving Founder Negotiations• Subsidiary & Joint Venture Agreements• Internal Asset Transfers• Corporate Restructuring
• Investment Documents• Stock Purchase Agreements • Convertible Notes• Options Purchase Agreements• Warrant Grant Agreements• Transfer and Repurchase Agreements
• Compliance Work• Early Stage Securities Law Compliance• Blue Sky (State Securities Regulation) Compliance• Industry-Specific Regulatory Work
• Term Sheet Negotiation: Our many years of industry-specific transaction experience positions us well to help you structure the transaction to get the most value for your company.
• Due Diligence: Our outside general counsel experience with technology and media companies gives us a depth of direct subject matter familiarity you will not find at the big firms. If needed, we can perform a complete documentation overhaul and fix any outstanding legal, intellectual property and stock issuance problems to prepare your company for sale, merger, IPO or wind down.
• Equity Financing : We have completed hundreds of private equity and venture capital transactions and can advise you on the best structure for your particular circumstances.
• Merger and Sale Transactions: We have served as counsel to a wide variety of selling companies through three bubble and bust media technology market cycles. Our subject matter expertise and track record of getting good value for your company is second to none.
• International Operations: We are one of a short list of go-to firms for companies who wish to form operating entities in the United States or structure their international operations.
• Triage• Review your current contracts and procedures• Integrate our attorneys into your business development process
• Standardize• Revise forms where needed• Suggest standard company terms where advisable• Streamline contract review process and automate wherever possible
• Capture Unrecognized Value• Identify revenue opportunities• Create breathing room to exploit other business models• Capture idle intellectual property
• Get the Best Deals• Work side-by-side with general counsel and business development team• Leverage broad industry experience to negotiate better terms
• STRENGTHENS your in-house resources• Built-in knowledge of your industry• Time and productivity savings let you focus on your core business
• Better VALUE than the large firms• Direct contact with lead and associate counsel working on your matters• Lower fees and lower training and overhead costs for your company
• POWER to expand your legal team when needed• Agile core team, lead counsel focused on your company• Trusted affiliate counsel across the nation and worldwide
Corporate Cleanup and Restructuring: Conducted corporate clean-up and equity restructuring project. Completed all investment rounds after Series C round 3rd tranche. Acted as counsel for merger into publicly traded Italian media conglomerate. Continued as corporate counsel for later US operations.
International Operations: Help structure international operations, form and structure US operating entity and serve as ongoing corporate and media counsel for US operations.
Equity Financing: Completed first two years of rolling equity financing rounds. Provided ongoing corporate counsel services.
Rollup Operations: Completed all ongoing licensing and operations work for market leading mobile content companies which rolled up and sold into a publicly traded Japanese media giant.
Mergers and Sale Transactions: One of many successful sales of web companies, in this case a market leading web development agency, which sold into NASDAQ listed interactive agency.
• Estimate and Delivery• We make and hit fee estimates based on the parameters you provide.
If your work requirements change, we revise our estimates before continuing work.
• Monthly Retainers• We provide all necessary legal work for a monthly retainer that can be
adjusted based on your changing circumstances.
