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PRACTICE AREAS

Commercial / 
Contracts

Years of experience negotiating commercial contracts for individuals, startups and mature businesses.

  • ​Promissory Notes (interpersonal or inter-business lending)

  • Master Service Agreements

  • Joint Ventures

  • Customer Contracts

  • Referral Agreements

  • Confidentiality Agreements

  • Enterprise Agreements​

  • Purchasing Agreements

  • Distribution Agreements

  • Employment / Consulting Agreements

Mergers & Acquisitions

​Deep Sell-Side and Buy-Side experience with various transaction structures (statutory mergers, share sales, asset sales)

 

Deals ranging from pre-bankruptcy work arounds to +$1 billion dollar consideration payouts

 

From single entrepreneur or small team acquihires to complex multi-entity / multi-jurisdictional  

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  • Diligence

    • Including "Pre-Sale Review" - full company diligence on your company prior to initiating a sales transaction​

  • Data Room Management / Assistance / Review

  • Term Sheets / Letters of Intent

  • Consideration Waterfalls

  • ​Confidentiality Agreements

  • Definitive Transaction Documents (e.g., Merger Agreement, Share Purchase Agreement, Asset Sale Agreement)​

  • Earn-Out Provisions

  • Escrow Arrangements

  • Shareholder Representative / Paying Agent Coordination

  • ​Post-Closing Employment Arrangements / Non-Competes

  • Promised Equity Arrangements

  • Option Treatment (cancellation / swap / assignment)

  • Release Agreements

  • Assignment & Assumption Agreements / Bill of Sale

  • Lease Treatment

  • Board and equityholder approval materials and outreach

  • Deal organization and satisfaction of closing conditions (e.g., required third party approvals)

  • Post-Closing Dissolution Assistance 

Corporate Advisory

Assistance with the creation and maintenance of your business entity and the internal practices of your business

  • Entity Formation

    • Initial Certificate of Incorporation / Partnership Agreement​

  • Equity / Partnership Interest Issuance

    • Restricted Shares / Vesting Arrangements​

  • Cap Table Management

  • Equity Plans (Options, RSUs)

    • Profits Interests (for LLCs)​

  •  Amendment or Restatements of Certificate of Incorporation / Partnership Agreement

  • Employee Offer Letters / Agreements

  • Consultant Offer Letter / Agreements

  • Financing

    • Debt: Promissory Notes, Convertible Notes, SAFEs​

    • Equity: Series Seed, Series A etc.

  • Equity Repurchases / Re-Distribution

  • Board / Manager Approvals and Consents

International

Subset of other practice areas - experience with both US based companies with subsidiaries in foreign countries as well as foreign companies doing business in the US.

  • US-centric M&A transactions with foreign subsidiaries

    • Deal management related to local laws and regulations of foreign subsidiaries

    • Often complex approvals, filings and/or informational requirements necessary for certain change of control transactions

  • In multi-jurisdictional transactions:

    • Diligence pertaining to US entities and US businesses

    • Drafting of definitive agreements and management specific to US entities and US assets and employees

  • Corporate advisory

    • Best practices with managing intra-company agreements and approvals when dealing with US Company with foreign subsidiaries​

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