Corporate & Securities
SVLG's experienced corporate attorneys help our domestic and international clients in all phases of the business life cycle. We take pride in our role as members of our clients' critical business advisory team. We have helped many founders start their new ventures and provide ongoing advice to business owners.
If you are entrepreneur, common sense tells you that you shouldn't try to start and operate your business without legal documents and contracts. We have seen business owners fall into the trap of doing business first and documenting the deal later. Your business may lose important legal rights without the right agreements.
For instance, we have seen the common pattern of a company paying an unscrupulous independent contractor to develop software and then later on, out of greed, the independent contractor starts claiming ownership over the software. Entrepreneurs in this position become confused because they just finished paying for the software development. How can a developer who got paid to develop the code claim ownership? Under the copyright law, though, the contractor is correct. Independent contractors paid to develop software own the code they develop as a matter of copyright law. This result is completely counterintuitive to business owners. To resolve these kinds of claims, business owners commonly end up paying their contractors a second time for the code they thought they were buying in the first place. If they had only had the proper agreement in place before the work started, they would not have been held up by their contractors.
SVLG business attorneys help from the very beginning of a business to help it start up, through its various business deals, to what are hopefully successful exits by merger or acquisition. Sometimes, we dissolve businesses as well when they are no longer needed. With business formation, we can help business owners facing choices such as:
- What form of organization is best for my business? A corporation? A limited liability company? Or perhaps a limited partnership. If it is a corporation, should it be a C corporation or S corporation? In the face of these sometimes confusing choices for founders, we can provide guidance to you to make the right choice.
- Should my business organize in California? Or would Delaware be better? I've heard about saving taxes by organizing in Nevada. Is that true? We can answer these questions for you.
- What process do I need to follow to register my business? How long will it take? How can I start a bank account to start paying business expenses? Our firm can answer these questions for you as well.
It is important to have a corporate attorney guide you in these decision. We have helped clients who started businesses using paralegal services that registered their businesses for an expensive price, but later left them without guidance of how to create important legal documents for their new business. Sometimes these services provide businesses with blank forms to fill in. In many instances, we start working for clients and find out that they never took the time to fill in all the blanks. They didn't do our client any good. These paralegal services certainly didn't tailor the documents to the clients' specific needs. Even worse, sometimes these services made mistakes that our firm had to fix with amended documents. We hope that you don't encounter these problems, and obtaining legal counsel from the very beginning of your business will save you time, money, and effort in the long run.
Likewise, when it comes to a successful exit, you probably realize how complicated it is to enter into a merger or acquisition. A good business attorney can help you spot issues -- both legal and a mix of legal and business. You will get a better deal in the end if you have competent legal advisors for your deal. In addition, you could be taking on enormous legal risk for your business if the legal terms proposed to you by the other side are unfavorable. For the middlemarket mergers and acquisitions we typically help with, our business lawyers carefully negotiate legal and business terms to be recorded in the agreement. We find missing things. We can suggest adjustment in contract language to protect our clients' interests. And we are aware of what is "market" for these kinds of deals -- things that are usual or reasonable to ask for in deals of this kind.
Overview of Services
- Mergers & Acquisitions – We have been involved in hundreds of middlemarket mergers and acquisitions, including both domestic and cross-border transactions. We represent buyers, sellers, private equity groups and other investors in transactions which range in value from $2 million to $200 million. Our clients span a wide variety of industries, including software, semiconductor, capital equipment, communications, networking, natural resources, agriculture, manufacturing, distribution and services.
- Public & Private Securities Compliance/Corporate Governance – We spend a substantial amount of time assisting clients with venture capital, private placements, PIPE transactions, reverse mergers and aspects of IPO's. We have worked extensively with corporate boards, helping them navigate complex securities issues, including the Sarbanes-Oxley Act.
- Reorganizations – We have represented clients in numerous corporate restructurings, including recapitalizations, spin-offs, split-ups and other divisive reorganizations.
- Business Formation – We have formed hundreds of entities in several states for both domestic and foreign clients, including "C" corporations, "S" corporations, limited liability companies, limited partnerships and joint ventures.
- Venture Capital & Private Equity – We are strongly connected to the venture capital and private equity industries and often provide clients with an introduction to these investors. We structure and negotiate venture capital and private equity investments for investors and funds.
- Commercial Transactions – We represent clients in a wide variety of contract matters, including agreements with distributors, sales representatives, OEMs, VARs and other resellers. We represent clients in negotiations with banks and financial institutions, equipment lessors and other lenders in transactions involve promissory notes, security agreements, guarantees, inter-creditor agreements and subordination agreements.
- Franchisor & Franchisee Representation – We help clients develop franchising strategies and clear the regulatory path to implementation through disclosure and registration. We evaluate franchises for prospective franchisees in light of their unique business and financial goals.
- Non-profit Organizations – We represent a number of non-profit institutions, including schools, counseling agencies and community centers. We help our clients apply for, obtain and maintain tax-exempt status under the Internal Revenue Code, and counsel management regarding corporate governance issues.