Services:

 

Initial Decision on Choice of Entity and Formation

• Sole Proprietorships

• General Partnerships

• Limited Partnerships

• Corporations

• Limited Liability Companies

• Limited Liability Partnerships

• Joint Ventures

• Professional Corporations

• Sub Chapter S Corporations

Transactions and Contracts

• Joint ventures and partnerships

• Website acquisitions and divestitures

• Supply, procurement, sales and service agreements

• Real Estate and Equipment Leases

• Contracts and Agreements

• Confidentiality/Proprietary Information Agreements

• Employment Agreements

• Employee Non-Solicitation Agreements

• Reseller and OEM Agreements

Intellectual Property

• Intellectual Property counseling and due diligence

• Confidentiality/non-disclosure agreements

• Copyright and domain name registration and counseling

• Licensing Agreements

• Trademark Registration

• Counseling on Trade Secrets/Trade Secret Agreements

 

 

Employment and Consulting

• Employment and consulting agreements, offer letters and separation agreements

• Employee policies and guidelines

• Employee Handbooks

• Confidentiality Agreements

• Proprietary Information Agreements

• Compliance review of employment practices, policies and documents

• Counseling on California/Federal Employment Law

• Incentive Stock Option Plans

• Non-Tax Benefitted Stock Option

 

Corporate Law and Governance

• Start-up and business entity counseling

• Corporation and subsidiary formation, maintenance and dissolution

• Limited liability company (LLC) formation, maintenance and dissolution

• Board of Directors and member/shareholder matters

• Minutes of Meetings

• Annual Meetings of Shareholders and Board of Directors

• Codes of ethics, whistle blower policies and other governance documents

Corporate Finance & Securities Law

• Preparation and Filing of Form 10

• Preparation of Form S-1

• Preparation of Form S-4 for Public Business Combinations

• Preparation and Filing SCOR Offerings (Form U-7)/Regulation D 504

• Regulation A Offerings

• Preparation of Form 10-K

• Preparation of Form 10-Q

• Preparation of Form 8-K

• Preparation of Form 15 (c) 2-11

• Preparation of Proxy Material

• Rule 144 Transactions

• Transfer Agent Issues

• Investment Adviser Issues

• Broker/Dealer Issues

• Blue Sky/State Securities Law Issues

• Counseling on Proper Corporate Disclosure

• Venture Capital Issues

• Private Placement Offerings

Private Placements Offerings

• Regulation D Rules 504, 505, and 506

• Regulation D Rules 506(b)

• Regulation D Rules 506(c)

• Exempt Offerings under Section 4(a)(5) of the Securities Act of 1933

• Offerings under California Corporations Code Sections 25102 (f) and (n)

• Intrastate Offerings Pursuant to Rule 147

• Regulation S

• Preparation of the Private Placement Offering Memorandum

• Preparation of the Subscription Agreement

• Preparation of the Investor Questionnaire for Rule 506(b) Offerings

• Preparation of the Investor Questionnaire for Rule 506(c) Offerings

Private Equity Funds

• Set-up and Creation of Private Equity Funds/Hedge Funds
• Preparation of the Limited Partnership Agreements
• Preparation of Limited Liability Company Operating Agreements
• Counsel and Set-up of Managing Partner Entity
• Counsel on Management Fees
• Rule 506 (c) Offerings and Private Fund Advisers
• Counsel on Bad Actor Rules
• Preparation of the Private Placement Memorandum
• Preparation of the Investor Suitability  Questionnaire
• Preparation of the Subscription Agreement
• Preparation and Filing of the Form D

S.E.C. Investigations & Enforcement

• Informal Investigations

• Formal Investigations

• Rights of Witnesses in Investigative Testimony

• Well Submissions

• S.E.C. Enforcement Actions

• Broker/Dealer Disciplinary Actions

Stock Broker Litigation

• Arbitrations before FINRA

• Duties of Stock Brokers to their Customers

• Suitability

• Churning

• Excessive Commissions

• Unauthorized Trading

• Margin Trading in IRA Accounts

• Insider Trading

• Risky Investments and Misrepresentations

• Breach of Fiduciary Duty

• Account Documents and Statements

• How to Avoid Problems

Mergers & Acquisitions

• Purchase/Sale of Stock

• Purchase/Sale of Assets

• Taxable and Tax Free Reorganizations

• Sale of a Business

• Statutory Mergers

• Schedule 13D Disclosures

General Counsel Services

•Legal Advice to Senior Management and the  Board of Directors
•Strategic Planning for Company's Legal Needs
•Recommendation and Oversight of Outside Legal Service Providers
•Enterprise Risk Management
•Legal Resource Planning
•Advice for Day to Day Business Operations
•Business Insight Combined with Legal Skills
•Proactive Legal Services
•Corporate Governance
•Foreign Corrupt Practices Policy
•Draft and Review Contracts
•State Regulatory Matters
•Federal Regulatory Matters
•Compliance with S.E.C.  Laws and Regulations
•Global Joint Ventures and Contracts
•Labor Law Compliance
•Product Recall Protocol
•Corporate Ethics Policy
•Proprietary Information Agreements
•Employment Agreements
•Employee Non-Solicitation Agreements
•Stock Redemption
•Redemption Offerings
•Preferred Stock
•Preparation of Certificates of Determination
•Preparation of Certificates of Designation
•Employee Stock Option Plans
•Incentive Stock Option Plans
•Licensing Agreements
•Corporate Compliance Programs
•Intellectual Property Licensing
•Trademarks
•Mergers, Acquisitions and Spin-offs
•Settlement Analysis
•Hiring and Termination
•Harassment and Discrimination Claims
•Employee Policy Manuals
•Consulting Agreements

• Reseller and OEM Agreements