Outsourced General Counsel Services

Small but fast growing start up and momentum businesses do not have the revenue or a sufficient volume of legal needs to hire a full time in-house general counsel.  However, because many of these companies are transaction intensive (whether it be customer, partner, financing, investor, or joint venture deals), they are subject to significant legal exposure in their day to day activity.   Because these kind of businesses often will seek venture capital financing or even acquisition at a later stage, it is imperative that they engage in proper legal structuring and protection planning with their contracts and relationships.

They need specialized business legal counseling by an adviser who understands their businesses. This is where I come in.  I offer these businesses the ability to have an experienced, general counsel level adviser working with them without the need to pay a general counsel salary or pay the exorbitant fees of large law firms.  As regular ongoing counsel, I know and understand the business goals underlying each and every transaction.   I also specialize in managing outside specialized counsel for my business clients which results in even more legal budget efficiency.

Business Legal Services

Here is a summary of legal specific services that I provide in the context of a business representation.

Business Formation and Structure:

From inception, businesses need to make informed decisions related to choice of entity, ownership structures and governance. These decisions are dependent not only upon the objectives of the business and its owners, but also upon other factors such as financing needs and plans, tax considerations, employee matters, governance styles, and contingency planning and risk analysis. I have helped many clients in diverse industries and with varying business goals to form the appropriate business entities and create effective yet flexible structures for their businesses.

Corporate and LLC Governance:

Most business owners want to focus on the strategic and tactical activities required to make their business successful. They often feel overwhelmed by the additional responsibilities and formalities that are legally or contractually imposed upon their business entities, directors or managers, governance committees, and executive officers. I create efficient governance structures for clients’ businesses, educate clients about their required obligations and assist them with governance compliance and maintenance.

Commercial Transactions / Contracts:

Contracts for the sale of good and services are the essential documents that create revenue growing businesses. For the product/service seller, the sales contract represents the activity most integral to the success of its business.  On the other side, the buyer is often purchasing strategic products/services required for its business.  As an experienced entrepreneur can attest, the devil is in the details when it comes to commercial contracts.  My goal is to ensure that all contracts are structured to promote the business transaction and reduce the risk of dispute and liability.  In addition, my clients never have to worry about the fine print terms as I ensure that there are not secret pitfalls and that all the provisions are acceptable.

In addition to the sales contract, I have expertise in drafting and negotiating a wide variety of other business contracts including loan and security agreements, leases, licensing, distribution, services agreements, agency and commission ad employment agreements. Many business contract transactions raise complex issues and potential pitfalls.  It is important to address these at inception in the negotiation.

Mergers and Acquisitions:

I have worked with acquirers, target companies, shareholders and management in over a billion dollars worth of negotiated private company mergers and acquisition transactions.  I know the the unique issues that need to be addressed in these often time sensitive strategic transactions.

Joint Ventures/Strategic Alliances:

My specialty is also structuring and negotiating joint ventures and strategic alliances. These transactions are never cookie cutter as they are driven primarily by business (not legal) factors that are unique to each and every deal. In these deals, it is essential that legal advisers first truly understand the business objectives and risk of a given transaction prior to rendering legal advice.  I have worked on many joint venture transactions resulting in significant revenue and valuation to my clients.

Financing Transactions:

A crucial element to the commencement and expansion of any business is financing. It is important that businesses have a long term perspective when deciding upon financing alternatives. I counsel my clients to understand both the benefits and disadvantages of their financing options and help them to structure, negotiate and document their financing relationships with banks, friends and family, angel investors, venture capital investors and/or strategic partners.

Transactional Intellectual Property:

Many business strategies involve the commercial exploitation of intellectual property such as trademarks, service marks, software or other technology.  Over 80% of my prctice involves working with technology and Internet related businesses.  I have been negotiating and structuring licensing transactions on behalf of both licensors and licensees for over 15 years. I work to ensure that licensor clients retain the adequate quality controls and legal rights to protect themselves from loss of value or intellectual property rights.  For licensees, I demand that the licensing agreement assures them of getting the rights they need based on their business goals and that they are not subjecting themselves to infringement liability by using intellectual property of others.