Start Ups and Small Businesses
Our mission is simple. From incorporation through important milestones, we strive to create value by providing superior legal advice and business counsel to protect and advance the interests of our clients. Our culture of respect and professional excellence are key factors in how we respond to our clients’ needs.
We help companies build a solid legal foundation from the beginning and avoid potentially costly early mistakes. Attention to a start-up’s business structure should be viewed as an investment in its future which often pays off when a company raises institutional funding, goes public or is sold. Among other things, this includes advising, negotiating and preparing documents regarding:
- company formation
- agreements among founders and advisors
- securing protection of intellectual property rights
- seed, angel and venture fundings
- employment, compensation and stock option plans
- compliance with securities laws, privacy and other applicable laws
- license, collaboration and technology transfer agreements (including university license agreements)
- operational matters, such as leases and consulting agreements
Capital enables growth. Start-ups may require angel and several rounds of external financing before they are self-funding or able to reach a liquidity event. We understand the need to balance aggressive protection of founders’ interests with preservation of the long-term relationship with the venture capitalists. We keep up with state-of-the-art financing terms and provide value in negotiating the term sheet and principal documentation to make sure the deal gets done efficiently and effectively. We know what the VCs’ concerns will be and can anticipate issues and their resolution. Our relationships and connections in the entrepreneurial and investment communities are extensive. Where appropriate, we provide valuable introductions and opportunities for our clients. As a result, we’ve been able to do more than just advise clients – we’ve helped them open doors that directly resulted in growth.
Licensing, Collaborations and Strategic Alliances
Securing customer contracts and strategic relationships is the lifeblood of our clients. We facilitate our clients’ growth by learning about their industry, understanding their needs and acting as a true business partner in helping to structure, negotiate and close these arrangements. This means seeking to maximize value for our start-up companies while at the same time protecting their assets. We have more than 50 patent professionals with advanced degrees and a dedicated group of more than 25 lawyers focused on licensing, collaborations and technology transfer. We are fully equipped to assist in important revenue-facilitating transactions, including licensing, distribution, SaaS, hosting, supply chain, manufacturing, end-user, reseller and OEM agreements. We also counsel private companies on joint ventures, collaborations, development and service agreements.
Protection of Intellectual Property
Intellectual property is often an innovator’s most valuable asset. Early legal guidance is critical to protect fully this asset and to maximize a company’s value. Our lawyers rely on their extensive knowledge of intellectual property law to accomplish this goal. We work together with our clients to develop intellectual property strategies that will ensure their needs are met, taking into account their future plans for development and property rights they will need for success. We prosecute patents and aggressively litigate patent disputes. We also implement intellectual property protection programs within an organization.
Our activities in intellectual property include:
- Investigating the ownership of the founding technology to ensure it is clean
- Registering critical trademarks and training employees on their proper use
- Developing an effective patent strategy and identifying and prosecuting patents
- Advising on procedures for protecting trade secrets and other intellectual property
- Engaging in IP litigation to secure or defend rights
- Counseling on open source and other cutting-edge issues
Preparing for Liquidity
Liquidity is an important goal of many of our growth company clients and their investors. We understand the importance of planning ahead for success. While we are helping the entrepreneur deal with the business at hand, we also keep focused on the ultimate goal to make sure the company is well prepared for an ultimate sale, IPO, or other liquidity event. Many decisions encountered in the early stages of the company’s life will affect the ultimate liquidity transaction, such as:
- Proper handling of “cheap stock,” auditor independence and other accounting matters
- Documenting all sales of stock with appropriate offering materials and filings
- Establishing internal controls and corporate governance procedures, and addressing other Sarbanes-Oxley issues
- Negotiating liquidation preferences, control provisions, preemptive rights, and drag alongs and tag alongs
Because of our significant experience with public offerings and change-in-control transactions, our advice maximizes the likelihood that the liquidity transaction will be smooth and efficient and provide the most value for the shareholders.
Executive Compensation and Benefits
We consider a competitive compensation and employee benefits package an integral part in attracting and retaining key talent for a growing company. We work closely with our clients to structure and negotiate executive employment agreements and on the design and implementation of other executive compensation arrangements including incentive compensation plans, bonus opportunities, stock options and other equity-based compensation programs, SERPs, and other non-qualified deferred compensation arrangements. As the company grows, we provide practical advice on establishing and administering qualified retirement plans, such as 401(k) and profit sharing plans, health and welfare plans and cafeteria plans for a more complex workforce.