Commercial Transactions

 

We advise companies, investors and individuals on a range of commercial transactions across industry sectors relating to:

  • Mergers
  • Asset/business acquisitions and dispositions 
  • Minority investments
  • Joint ventures and partnerships
  • Carve-outs and spin-offs
  • Private placements

In advising on commercial transactions, we have extensive expertise drafting and negotiating:

  • Purchase and Sale Agreements
  • Stock Purchase Agreements
  • LLC and Partnership Agreements
  • Separation and Contribution Agreements
  • Transition Services Agreements
  • Escrow Agreements
  • Confidentiality Agreements
  • Warrants
  • Promissory Notes
  • License Agreements
  • Earn-out Agreements
  • Employment Agreements
  • Term Sheets

Startups

We counsel startup companies on a range of issues relating to:

  • Entity formation
  • Capital and management structure
  • Seed stage, early stage and growth stage financing transactions
  • Intellectual property
  • Employee matters
  • General corporate matters and best practices

In connection with advising startup companies, we have considerable experience drafting and negotiating:

  • Formation Documents
  • Bylaws and LLC Agreements
  • Note Purchase Agreements and Convertible Notes
  • Preferred Stock Financing Documents, including:
    • Term Sheets
    • Stock Purchase Agreements
    • Voting Agreements
    • Investors’ Rights Agreements
    • Amended and Restated Charters
    • Rights of First Refusal and Co-Sale Agreements
  • Employment and Consultant Agreements
  • Restricted Stock Purchase Agreements
  • Confidentiality Agreements
  • Proprietary Information and Invention Assignment Agreements

 


General Corporate

 

We advise companies and individuals on a range of general corporate matters, including those relating to:

  • Entity formation
  • Capital structure
  • Employee matters
  • Intellectual property
  • Fiduciary duties
  • Board of director responsibilities
  • Shareholders’ agreements
  • Commercial contracts
  • Intercompany agreements
  • Corporate filings