A business organization is a life form in and to itself – an evolving, personable entity with rights and responsibilities – legally in some senses and practically in others. As caretaker and beneficiary of this organization, you want to nurture it to its maximum potential. Accelerators and incubators everywhere are teaching SELL, SELL, SELL, AND SCALE, SCALE, SCALE, but few of them are teaching COMPLY, FORMALIZE, ORGANIZE. That’s where we come in.
It’s one thing to establish a business entity, it’s another thing entirely to conduct good corporate governance. Without proper operations, your corporation or LLC can be exposed to unnecessary liability. Your business’ state of jurisdiction, type of structure, board makeup, stock class profile, any many other variables all bear heavily on how your business should be run, and how that running should be recorded. We help businesses implement necessary structures and operations to maintain effectiveness, limit liability exposure, and position for desirable investment and acquisition.
There are the money clauses and then there are the non-money money clauses. The non-money money clauses are those that often catch parties by surprise, overlooked as downstream or low-probability hypotheticals that don’t impact immediate ‘my dollar for your baseball card’ terms. These clauses include legalese like indemnification, setoff, venue and jurisdiction, notice, warranties, covenants, representations, etc. Our attorneys have gone toe-to-toe with Google, Samsung, IBM, Honeywell, Synthetic Genomics, you name it, and we’ve been exposed to perhaps all the tricks that skew a fair term sheet into a bad deal. We help businesses negotiate not only the best terms but also the best contracts to ensure today’s closing doesn’t mean tomorrow’s closure.
Just because you live in D.C. doesn’t mean your company should be chartered in D.C. – you may be better off as a Delaware corporation…or public benefit corporation…or public benefit LLC. Well, you see where this is going. Where and how to organize your business is critical to your market objectives. We can help you evaluate the pros and cons of certain formations vs others, optimizing your business’ potential for success.
Our theory is that if you must have 100+ pages of fine print gobblety-gook surrounding an asset transaction, why not make sure that gobbledy-gook sufficiently protects you after the fact so that you never had to gobblety-see it again. For technology companies in particular, IP is a critical component of the due diligence process. Fortunately, that’s our specialty. We’ll help you evaluate your position in a potential purchase or sale, and follow through with all the proper negotiations, disclosures, and formalities.