Developing capital structures for emerging companies:
This includes consulting with the client to decide what form of entity (C corporation, S corporation, limited liability company, or joint venture) makes most sense for the client’s business (or for the transaction in question). It also includes helping the client to understand the ramifications of various ownership proportions with other founders or strategic partners. After these decisions have been made, we move to drafting the formative documents. For corporations this includes incorporator’s resolutions, initial resolutions of director(s), Certificate of Incorporation and Bylaws. For S corporations we add in the IRS Form 2553 – Election by a Small Business Corporation. For limited liability companies (“LLCs”) this includes the organizer’s resolutions, initial manager(s) resolutions, Articles of Organization (in Delaware, The Certificate of Formation), and an Operating Agreement (in Delaware, The Limited Liability Company Agreement). For all companies we either get an employer identification number from the IRS and a Connecticut taxpayer identification number (if appropriate) or work with the client or their accountant to make sure this gets done.

Negotiating shareholder and other intra-company ownership arrangements:
This includes explaining alternatives for buy-sell, transfer restrictions and management provisions and drafting the appropriate documentation for these provisions. For corporations these are usually drafted in a separate shareholders’ agreement. For LLCs these provisions are incorporated into the operating agreement. They can also be drafted into stock or equity purchase agreements.

Consummating transactions for clients purchasing or selling businesses:
This includes helping clients structure a transaction to buy or sell a business or set of assets and negotiating and drafting appropriate acquisition or sale agreements and other documentation.

Structuring employment and incentive compensation arrangements for companies and/or employees:
This includes providing employers with advice on the negotiation and drafting of employment agreements, engagement letters, incentive compensation plans including, for corporations, incentive and non-qualified stock options, restricted stock, and phantom stock, and for LLCs, capital appreciation units, profit participation units, restricted units and phantom units. We also advise employers and employees on issues arising in the context of the termination of an employment situation. Finally, we advise clients of situations where treatment of individuals as independent contractors or employees is inappropriate.

Negotiating debt and equity investments for issuers, lenders and investors:
For debt/lending transactions we can negotiate, draft, prepare and/or provide the necessary corporate or entity resolutions, credit agreements, notes, security agreements guarantee agreements, subordination or intercreditor agreements, patent collateral security agreements, trademark collateral security agreements, assignment and assumption agreements, hazardous substance indemnity agreements, mortgage agreements, accounts receivable letters, opinions and SBIC forms.

For equity investment transactions we can negotiate, draft, prepare and/or provide the necessary the necessary corporate or entity resolutions, certificate of incorporation or certificate of designation for securities to be issued, securities purchase or subscription agreements, appropriate disclosure schedules, registration rights agreements, stock certificates, warrant agreements and warrant certificates, shareholder agreements, opinions, SEC and “Blue Sky” filings, and other related agreements.

Negotiating settlements of shareholder controversies:
We can help shareholders negotiate and structure settlement agreements for controversies or structure claims for alternate dispute resolution in mediation or arbitration. If the dispute ends up in mediation or arbitration we will work with appropriate litigation counsel on the case. We have helped shareholders (and other equity interest holders) to structure agreements which separate their interests. Sometimes this involves the spinning off of a portion of the business to one of the shareholders in a tax-free transaction.

Negotiating and drafting software license and maintenance agreements:

We can represent either the purchaser or the software vendor in negotiating a coordinated software license and software maintenance agreement. This can include agreements for acquisition or lease and maintenance of hardware as well. We have negotiated successfully with some of the largest software and service providers including AT&T and IBM.

Negotiating and drafting supply and distribution agreements:

We represent both buyers and sellers in negotiating and drafting supply agreements and distribution agreements. We have structured agreements where suppliers accept equity for a portion of their invoices and with a variety of payment terms. With respect to distribution agreements it is critical to work out who is liable for what types of problems.

Qualifying non-profits as Section 501(c)(3) tax exempt entities:
We have assisted a number of non-profit companies in securing a determination from the Internal Revenue Service that they qualify as a 501(c)(3) tax-exempt entity. This involves advising the company on how to structure the operations to comply with the requirements to gain such determination, assisting the client in completing and submitting IRS Form 1023 and its attachments and responding to IRS challenges after such submission.