Cooper Law LLC (“Cooper Law”) was engaged in early January of 2021 to represent the Ninety-Five Percent (95%) shareholder of a local CT S corporation (the “Company”) in connection with the acquisition of the Company by a Delaware limited liability company (the “Purchaser”), which was a newly formed subsidiary of a national retail company founded in California with operations in many large markets around the United States (the “Purchaser Parent”). The transaction required a reorganization qualifying under Section 368(a)(1)(F) (the “Reorg”) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”). The Ninety-Five Percent (95%) shareholder of the Company was a revocable trust formed in 1996 (the “Trust”) and the trustee of the Trust was an individual living in Connecticut (the “Trustee”). Although Cooper Law was engaged to represent the Trust, the Purchaser Parent agreed to provide the firm with the requested retainer funds and to pay its fees.
The Trust was to receive significant debt reduction and a relatively small amount of cash (circa $300,000.00). The Trustee became the Trustee of the Trust in June of 2020 by appointment made by the then resigning former trustee. Unfortunately, the former trustee did not provide the Trustee with any documents or records which would have provided the Trustee with a clear understanding of the property held by the Trust including the stock certificates issued to the Trust by the Company representing a Ninety-Five Percent (95%) ownership interest in the Company. The acquisition transaction was documented in a Contribution and Purchase Agreement which was executed and dated as of January 6, 2021, by and among the Purchaser, the Company, the Trust and the individual who owned the remaining Five Percent (5%) of the Company’s stock (the “5% Owner”). Unfortunately, the only benefit which was to be received by the 5% Owner in these transactions was to be released from debt it owed to the Trust. Consequently, the counsel for the 5% Owner did not want to review the many documents required for the Reorg or required to close the acquisition. In order to get these transactions done, Cooper Law had to get the 5% Owner to engage the firm and provide Cooper Law with a Power of Attorney which allowed the firm to sign various documents required for the Reorg. Cooper Law also needed to get the 5% Owner and the Trust to waive the potential conflict inherent in having Cooper Law represent both of them. Unfortunately, the Purchaser Parent did not set a clear limit on how much of Cooper Law’s fees they were willing to cover. This meant that after the transactions were closed Cooper Law had to negotiate with the Purchaser Parent with respect to how much of Cooper Law’s fees they would cover.
Cooper Law was engaged by an expert in Krav Maga (the hand-to-hand defense system developed by the Israel Defense Forces) and his partner, a software expert, who were trying to develop a mobile phone-based APP that will allow an individual who feels at risk for their own safety to engage with self-defense experts to guide them to safety. The clients had formed a Florida corporation with a minimal number of shares of stock. Cooper Law documented the re-structuring of the corporation to reflect various interim fund-raising events and to authorize adequate stock for the corporation to enter into a private placement transaction in which the corporation would sell its preferred stock to investors in order to raise the capital needed to complete the development and marketing of the APP and to develop the corporation’s customer base and revenue. Cooper Law also reviewed the agreement between the corporation and the software/APP developers and drafted its End-User License Agreement for its customers.
Cooper Law successfully advised an optometrist, who was incorrectly classified as an independent contractor by the optometric practice group which had hired him, with respect to the issues around getting his employer to re-classify him as an employee.
A disabled individual, for whom a special needs trust had been created about ten years earlier, engaged Isaiah D. Cooper and Cooper Law to represent her with respect to issues arising with the Connecticut Department of Social Services (“DSS”)when the original trustee of her trust closed down the trust’s bank account and tendered the disabled individual with a check for all of the trust’s assets. Cashing or depositing that check would have blown the disabled individual’s eligibility for several critical services from DSS. Isaiah had the client endorse the check to Cooper Law’s IOLTA trust account to be held in trust pending either the appointment of a new trustee for the original trust or the creation of a new special needs trust for the client. When no documentary evidence about the original special needs trust was found to be available, Isaiah drafted a new special needs trust and provided a check to the trustee of the new trust for the balance of the funds (after paying Cooper Law for its services).
Cooper Law was engaged by two junior veterinarians with respect to their purchase of equity interests in the practice for which they work. This transaction was complicated by the fact that the senior veterinarians, who had owned One Hundred Percent (100%) of the stock of their professional corporation (the “PC”), had just closed a transaction with a national firm rolling up practices like theirs. The national firm had acquired a Sixty Percent (60%) interest in the firm by contributing all of the PC’s assets into a new limited partnership in which an affiliate of the national firm owns One Percent (1%) interest and serves as General Partner, the national firm owns a Fifty-Nine Percent (59%) limited partnership interest and the PC owns the remaining Forty Percent (40%) limited partnership interest. My clients had to decide between each buying a Twenty-Five Percent (25%) interest in the PC from the senior veterinarians (collectively 50%) or each buying a Ten Percent (10%) limited partnership interest in the limited partnership from the PC.
Cooper Law has been engaged by the two young (mid-20s) majority owners of an LLC which has been marketing a charging station for a main brand of e-cigarettes to advise them on structure, fundraising and a number of other issues.
Cooper Law was engaged by the sole member of an IT services firm organized as an LLC in order to facilitate the sale of a 100% equity interest in the firm to a Chicago-based acquirer who was acquiring a series of similar companies around the country. Cooper Law was contacted about this transaction at noon on March 6th, and the deal documents were finalized and executed on March 9th, approximately 72 hours later.
Cooper Law represented a young accountant who was making the initial purchase of stock from various shareholders of her firm. Cooper Law reviewed and revised a very complex set of documents including a stock purchase agreement with the managing shareholder, a promissory note in favor of the managing shareholder, a stock purchase agreement with six shareholders (including the managing shareholder) for additional shares of stock, a promissory note in favor of the firm on behalf of those six shareholders, the client’s employment agreement, a stock redemption agreement among all of the shareholders of the firm, a security agreement, a pledge agreement and a life insurance agreement.
For a client with the intention of developing a chain of fast-casual pizza restaurants, Cooper Law structured two (2) Delaware limited liability companies, (i) one in which the restaurant chain’s basic operations would be held and operated (“Operations LLC”), and (ii) a second in which the founder will hold his interests in the first LLC (“Management LLC”). We also structured and documented two private placement offerings of investment units by Operations LLC (i) an initial offering of Series A Investment Units which closed, and (ii) the second offering of Series A Investment Units which followed. Cooper Law also assisted the founder in closing on a second mortgage in which the lender was issued “Investment Interests” in Operations LLC as additional consideration for his loan.
For a client with expertise in the design and installation of theater lighting, Cooper Law drafted an agreement for the client to provide almost One Million Dollars ($1,000,000.00) in services and equipment to a theater company totally refurbishing and renovating an old theater. Almost a year later, Cooper Law advised the same client on steps it could take to make sure it receives its full payment for its services and equipment, including preparing and filing a certificate of mechanic’s lien on the theater company and various affiliated entities.
Cooper Law advised a consulting firm, structured as a Connecticut limited liability company, with respect to a “Detailed Term Sheet” for the firm’s acquisition/combination with a consulting firm based in Scottsdale, Arizona, which was structured as an Arizona corporation. After finalizing the Detailed Term Sheet we worked with counsel for the Arizona corporation to draft, negotiate and finalize the definitive legal agreements documenting the various components of this transaction in detail. Although prior to this acquisition transaction the three individual members of my client owned 56%, 22% and 22% of the membership interests, they had agreed to share profits 40%, 30% and 30%. The two individual shareholders of the Arizona corporation were granted (collectively) a 14% membership interest in my client, 8.4% to one individual and 5.6% to the other individual. After 3-4 months of detailed negotiations with respect to the Detailed Term Sheet, one of the minority members of my client announced that she intended to cut back her (more than) full-time commitment to the LLC to a three-day workweek schedule in order to be able to spend more time with her three pre-teen and teenaged children. This led to several months of negotiations among the members of my client before they agreed upon the adjustments to their respective voting percentages, profit-sharing percentages and percentages with respect to the proceeds from the sale of the company. Complicating the entire situation was that both firms had contractual obligations to certain non-owner employees with respect to providing them percentages of profits, and percentages of the proceeds from the sale of the respective companies.
On very short notice, Cooper Law drafted an acquisition agreement for a client who operates as a financial advisor to acquire the accounts of another financial advisor (who had died suddenly and unexpectedly) from the other financial advisor’s estate. Cooper Law got this transaction documented in a little more than a week.
Cooper Law documented the issuance of stock to critical employees of a young software company. Although the company’s initial sole founding shareholder (the “Founder”) had offered/promised the stock to the employees when they were engaged, Cooper Law was not engaged until almost two years later, after the Founder had invested three times as much money in the company as he had originally expected. Consequently, we documented the issuance of stock to the employees and then the issuance of additional stock to the Founder for his additional cash investments, thereby diluting the employees’ promised percentages. Cooper Law also drafted engagement/grant letters and Section 83(b) elections with respect to the issuance of stock to the employees.
Subsequently, Cooper Law (1) advised the same software company with respect to the proposed engagement agreement it received from an investment banking firm, and (2) documented the transfer by the company’s founder of a portion of his stock into a new family trust (drafted by his trust and estates attorney), including drafting directors’ resolutions ratifying the transfer and a stock power for the transfer and producing new stock certificates for the trust and for the balance of the shares retained by the founder.
Cooper Law also assisted with documenting the acquisition of Sixty Percent (60%) of the same software company by a private equity firm and the restructuring of the software company (a Connecticut corporation) as a wholly-owned subsidiary of a Delaware corporation which is a wholly-owned subsidiary of a Delaware limited liability company (the “DE LLC”). The software company’s shareholders became minority members (collectively owning 40%) of the DE LLC. Cooper Law prepared and issued a transactional opinion with respect to this private equity transaction.
Cooper Law advised a client with respect to negotiating and documenting a requested amendment (the “Amendment”) to a License & Royalty Agreement (the “License Agreement”). Without our assistance (or that of other counsel, as far as we could tell), the client negotiated and entered into the License Agreement with respect to the exclusive licensing of my client’s patented technology to the other party (“Licensee”) pursuant to which the Licensee would develop, market and sell/distribute products based on my client’s patents. The original License Agreement was very flawed. When the Licensee asked our client to extend certain time periods in exchange for certain additional payments, we were able to use the Amendment to fix several fundamental problems with the License Agreement in addition to securing our client additional revenue in exchange for extending certain timelines provided for in the License Agreement.
Cooper Law represented an individual whose position was terminated by a local university and were able to negotiate severance compensation equal to 167% of what was originally offered.
Cooper Law drafted the Operating Agreement for a consulting firm originally formed as a single-member LLC to reflect and provide for two individuals joining the LLC’s founder as members of the company, each to be issued Twenty-Two percent (22%) equity and voting membership interests in the company, reducing the founder’s One Hundred percent (100%) membership interest to Fifty-Six percent (56%), and providing for the founder and the two new members to share profits as follows: 40%, 30% and 30% (rather than 56%, 22% and 22%). The new members’ respective Twenty-Two percent (22%) equity and voting membership interests vested over four years. We also drafted an Operating Agreement providing complex management provisions requiring supermajority votes on certain key issues. We subsequently advised the company with respect to a complex master agreement that they were considering entering into with a major pharmaceutical firm.
Cooper Law drafted an Operating Agreement for another consulting firm originally formed as a single-member LLC providing initially for a single individual to join the founder as a second member of the company, and the issuance of 300,000 Founders Units (representing a Thirty percent (30%) membership interest) to the new member and the issuance of 700,000 Founders Units (representing a Seventy percent (70%) membership interest) to the LLC’s founder. The Operating Agreement also provides the Managers with the authority to structure and issue Investment Units to investors and Incentive Units to employees and to consultants helping to build the company’s value, including a planned “Advisory Board.” The new member’s Founders Units vested over four years. We drafted a Grant Agreement, Confidentiality Agreement and Section 83(b) Election allowing the new member to include the nominal value of his Founders Units in income in the year they were issued rather than including their actual value as they vest and their risk of forfeiture ends during the four-year period. Cooper Law drafted an engagement letter, Confidentiality Agreement and Section 83(b) Election for the LLC’s new Vice President of Sales and Business Development. The Operating Agreement also provides complex management provisions requiring supermajority votes on certain key issues. Cooper Law subsequently advised this LLC with respect to the termination of the Vice President of Sales and Business Development.
Cooper Law advised an individual contemplating an acquisition of a business in Massachusetts with respect to the entity he should form for the acquisition and potential alternative terms he might propose to the seller. We also referred him to a top Massachusetts attorney and to two potential sources of bank financing for the transaction.
Cooper Law advised an individual on the terms and documentation of his accepting a position as Vice President of Sales & Marketing for a young limited liability company providing particular software-based services to the insurance industry. Cooper Law helped this client consider alternatives with respect to the salary offered, the salary starting date, commissions to be paid, LLC equity offered, the vesting of the equity as well as reviewing the company’s operating agreement, advising him on certain protective provisions of the operating agreement, and the details with respect to his making an election (pursuant to Internal Revenue Code Section 83(b)) to include the value of the equity he was granted in income in the year it was granted (rather than as it vests). Cooper Law recently reviewed an additional grant agreement offering this individual additional equity in the LLC.