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Corporate and Commercial Law
Corporate and Commercial Law

Corporate and Commercial Business-to-Business Negotiations

The Firm's Corporate practice provides counsel to clients involved in a wide range of businesses, including telecommunications, manufacturing, technology development, business-to-business negotiations, and management consulting services. Our clients vary in size from small to mid-size privately held entities.

 

Entity Selection and Formation

The Firm’s Corporate practice advises clients in entity selection, including the comparative analysis of corporations, subchapter S corporations, limited liability companies, limited and general partnerships, and limited liability partnerships. 

 

The Corporate practice assists clients in forming new entities for start-up businesses, single purpose investments, subsidiaries for existing entities, and joint ventures. The Corporate practice also provides advice regarding entity formation documentation, such as articles of incorporation, articles of organization, certificates of limited partnership, bylaws, organizational meeting minutes, stock certificates, and subscription agreements.

 

Corporate Governance and Fiduciary Duties

The Firm’s Corporate practice advises corporations and their officers and directors on corporate governance and fiduciary duties, including the drafting and implementation of compliance and governance documentation, the review of directors' and officers' liability insurance coverage, the scope of officer and director authority, the standards of care applicable to the consideration of corporate transactions and consent required to approve such transactions, and officer and director indemnification.

 

Executive Employment and Severance

The Firm's Corporate practice represents employers and executives in the negotiation of employment agreements, non-competition agreements, confidentiality agreements, severance agreements, and change-in-control agreements. The Corporate practice has experience defining an executive's compensation (salary, bonus, and equity compensation), benefits, job duties, to whom the executive's directly reports, and post-termination of employment restrictive covenants. The Corporate practice also has experience in drafting and reviewing stock option plans and nonqualified deferred compensation plans for executives.

 

In connection with the severance of employment (both voluntary and involuntary), the Corporate practice assists both employers and executives in the negotiation of severance terms, including the continuation of compensation and benefits, potential claims against the employer, and mutual releases of the employer and the executive.

 

Shareholders', Operating and Partnership Agreements

The Firm's Corporate practice represents individuals and entities in the drafting, review, and negotiation of shareholders' agreements, limited liability company operating agreements, and partnership agreements. These agreements routinely address restrictions on transfer of stock or ownership interests, buy/sell rights and obligations, management duties and authority, voting rights, rights of first refusal, tag-along and bring-along rights, and restrictions on competing activities by owners and management.

 

The Corporate practice has experience drafting these agreements to effect succession planning objectives in closely-held and family-owned businesses and incorporating different classes and forms of equity, such as preferred and incentive equity, into the entity's capital structure.

 


To arrange for a consultation please call 949-267-1795

 

 

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