Business and Corporate Law
Formation, operation, and eventually a sale. Most of what determines the price at the end was decided in documents drafted years before.
The practice
The agreements that decide how a venture actually behaves.
Joint ventures, operating agreements and partnership agreements are the center of this practice. They are also where deals quietly go wrong — not at signing, but three years later, when the parties disagree about distributions, control, dilution or who can be removed and how.
Drafting them well is a matter of having seen enough of them fail. This practice has produced operating and partnership agreements for capital sponsors and retained asset management teams, with commitment terms, restricted business covenants, accordion and expansion features, unit award agreements and management services agreements. Alongside those sit the documents that surround a deal: term sheets, letters of intent, side letters, big boy letters, subscription agreements and purchaser questionnaires.
The rest of the corporate practice runs from forming a start-up through to selling an established business — organization, financing, securities issuance, reorganization, and the acquisition or disposal of a company and its assets. For clients who do not need a full-time attorney in house, the firm acts as outside general counsel.
This firm sits on both sides of that line — drafting these agreements, and litigating them when they were not drafted well. The second view is what makes the first one useful.
Over $500 million
in closed acquisitions and dispositions, as lead counsel on the purchase and sale agreement.
Documents
What gets drafted here.
Listed in full because it is the substance of the practice. Each of these has been negotiated as well as drafted.
Forming and governing the entity
Operating agreements
The governing document of an LLC: who decides what, how profits are split, and what happens when a member leaves.
Partnership agreements
The equivalent for a partnership, including which partners can bind the firm and how losses are shared.
Shareholder and buy-sell agreements
Who may hold shares, and what happens on death, departure, divorce or deadlock.
Voting agreements and proxies
Commitments about how shares will be voted, and the delegation of that vote to someone else.
Board and advisory board agreements
Service terms for directors and advisers, including compensation, confidentiality and expectations.
Corporate resolutions, minutes and consents
The written record that the entity actually authorized what it did, which is what gets asked for later.
Amendments, restatements and recapitalizations
Changing the deal or the capital structure after the fact, without unsettling what came before.
Foreign qualification and entity maintenance
Registering to do business in other states, and the filings that keep the entity in good standing.
Dissolution, winding up and wind-down
Ending the entity in order: paying creditors, settling claims, and distributing whatever remains.
Joint ventures and commercial arrangements
Joint venture agreements
Two or more parties put capital or expertise into a shared undertaking, with control, economics and exit agreed before the work starts.
Alliance agreements
A commercial collaboration short of forming a joint entity; each side keeps its own business and agrees how they will work together.
Management services agreements
One entity manages another for a fee, common where a sponsor operates a program it also owns part of.
Commitment terms and restricted business covenants
What a party is obliged to fund, and what competing activity it agrees not to pursue.
Vendor agreements
Terms with suppliers, including service levels, limits on liability, and how either side gets out.
Distribution, reseller and referral agreements
Terms for other people selling, reselling or introducing your product.
Licensing and intellectual property assignment
Who owns what was created, and the terms on which anyone else may use it.
Consulting and independent contractor agreements
Engagement terms for non-employees, including ownership of the work and the risk of misclassification.
Non-disclosure and confidentiality agreements
What may be shared, with whom, for what purpose, and for how long.
Buying and selling a business
Purchase and sale agreements
The contract that transfers an asset or a business, setting price, the conditions to closing, and who carries which risk.
Asset and stock purchase agreements
The two ways to buy a business. The choice drives which liabilities transfer and how the deal is taxed.
Merger and reorganization agreements
Combining entities, including the structure chosen for tax treatment and for the consents required.
Earn-outs and contingent consideration
Part of the purchase price paid later, and only if agreed targets are met.
Escrow agreements
Money or documents held by a neutral third party until stated conditions are satisfied.
Term sheets
A short statement of the main economics, usually non-binding, used to find out whether there is a deal before drafting begins.
Letters of intent and memoranda of understanding
Preliminary documents recording what the parties expect to do; the drafting question is always which parts bind and which do not.
Big boy letters
The buyer acknowledges the seller may hold information it has not shared and agrees not to sue over the difference. Enforceability is not settled.
Investment banking agreements
Engaging a bank to raise capital or sell the company, including fees, exclusivity and tail periods.
Raising capital
Subscription agreements and purchaser questionnaires
How an investor commits to buy securities, and the record establishing that the investor qualifies to.
Side letter agreements
A separate agreement giving one investor terms the main documents do not give everyone.
Preferred equity
An equity class paid before common, usually carrying an agreed return, liquidation priority and separate voting terms.
Convertible notes and SAFEs
Early money that converts into equity later, so the company does not have to be priced today.
Managing and soliciting broker-dealer agreements
Terms between an issuer and the broker-dealers distributing its offering, including compensation and responsibilities.
Solicitor and investment adviser agreements
Arrangements for referring advisory clients, which carry disclosure requirements of their own.
Economics and exits among owners
Capital call and default provisions
When investors are required to fund, and the consequences for one who does not.
Distribution waterfalls
The order in which money comes back out, and the point at which the sponsor begins to share in it.
Transfer restrictions and rights of first refusal
Limits on selling an interest, and who is entitled to the first chance to buy it.
Deadlock and buyout mechanics
How owners break a tie, including forced buy-sell procedures when they cannot agree.
Drag-along and tag-along rights
A majority can compel the minority to join a sale; the minority can insist on being included in one.
People
Unit award agreements
Grants of LLC units to employees or service providers, with vesting, forfeiture and transfer terms.
Stock options and warrants
Rights to buy stock later at a fixed price, used to compensate people or to sweeten an investment.
Key employee compensation and profit interests
Arrangements that give staff a share of future growth without transferring value that already exists.
Executive employment contracts
Terms for senior hires: duties, compensation, termination, and what happens on a sale of the company.
Indemnification agreements
Who pays when a claim arrives, and on what conditions an officer or director is covered.
Non-competition and non-solicitation covenants
Restrictions on what someone may do after leaving. California voids most non-competes, which changes what is worth drafting.
Energy and oil and gas transactions are handled as a separate practice.