Protect Your Future.
Protect Your Assets.
Build Your Future.
Protect Your Business.
Reorganize Your Future.
With our expertise in the overall business law space and the debtor-creditor arena, matched with our multilingual and global reach, awards and recognition, we are confident that we can provide you with customized service and creative solutions to meet your legal needs.
Entrepreneurship & Company Counsel – Explore, Launch, Develop & Scale – 10 Steps
We help our U.S. and international clients establish start-up companies in the U.S. for business and non-immigrant visa purposes. We guide them through the 10 basic steps of setting up a business and handling the gamut of their fund-raising, talent hiring, real estate, and business life cycle needs. We equip clients with intellectual property rights and protection via legal process and restrictive covenants, and we advise on growth and exit strategy, such as mergers, acquisitions, private or public offerings and crowdfunding.
10 Basic Start-up Steps
- Choose State of Registration based on favorable Laws & Courts
- Choose Type of Entity based on Tax & Financing needs
- Choose Branding – Name, Logo, Tagline & Domain Name + Trademark protection
- Draft Certificate & LLC Operating Agreement, or By Laws & Shareholder Agreements
- Qualify, Apply, Use & Expand IP – Trade Secrets, Copyrights, Trademarks & Patents
- Draft NDA, Non-Compete, Non-Solicitation & Invention Assignment Agreements
- Implement Trade Secret Programs
- Negotiate Fundraising – Seed, Angel, VC & Crowdfunding – Comply with Securities Laws
- Execute Worker Agreements with Independent Contractors or Employees & Policies
- Tailor Purchase Orders or Contracts with Customers or Suppliers
- Implement Risk Management Policies; Procure Insurance – Worker, Peril & Liability
- File Certificate, Operate & Exit – Handle Governance, Real Estate, M&A &/or IPO issues
- Comply with Formalities of Governance – Annual registrations, meetings, minutes, taxes
- Choose Work-space – Brick-&-mortar vs. Virtual – Lease, Purchase/Sell – Deal with Zoning
- Navigate M&A synergies based on Assets, Liabilities, Licensing & Tax Attributes
Employment – Worker Status, Contracts, Policies & Risk Management – 10 Strategies
We assist our employer, c-suite, employee, independent contractor, consultant & professional service clients to navigate the laws of the workplace and provide them with basic guidance through a tailored menu of 10 basic strategies. We advise on the various aspects of the human resources life cycle including recruitment, advertising, interviewing, hiring, retention, evaluation, promotion, leadership, benefits, insurance, termination and severance.
10 Basic Employment Strategies
- Choose Independent Contractor or Employee Status – Tax & Insurance Implications
- Draft or Apply Workplace Manuals or Policies – Hard Copy or Online
- Note At-Will Exceptions: Public Policy, Implied Contract & Good Faith Terms
- Balance Pros & Cons of Restrictive Covenants & No Moonlighting Clauses
- Negotiate C-Suite, Equity, Management, Leadership & Development Provisions
- Carefully Craft Compensation, Benefits, Perks & Severance Offerings
- Offer Telecommuting, Flex-Time, Part-Time & Work-Life Options
- Contract for Choice of Law & Forum Clauses, Indemnities & Releases
- Implement or Comply with Trade Secret & Risk Management Programs
- Procure or Rely on Insurance – Directors & Officers, Liability, Business Disruption & Perils
Debtor-Creditor – Business & Personal – Loans, Modifications & Foreclosure – 10 Terms
We hedge our emerging growth and bankruptcy practice to provide our borrower and lender clients with a unique set of perspectives, as they fundraise and monetize their investments via 10+ varying lending platforms. These include consumer and commercial residential, educational, secured, unsecured and guarantied loans by traditional banks, asset-based lenders and factors. In the event of default, we provide out-of-court workout solutions designed to maximize value; alternatively, we initiate or defend collection actions and foreclosures.
10 Basic Lending Platform Terms
- Loan Types – “Term” has fixed maturity date; “Revolving” has fixed maximum $ amount
- Interest – Fixed or Adjustable Rate or Balloon feature at maturity
- Fees – Example – Commitment Fee in a Revolving Loan
- Penalties – May be triggered upon Late payment, Default or Prepayment
- Secured Debt – Creditor takes an interest in Debtor’s Collateral to cover Default
- Collateral – Personal or Real Property, IP, AR, Equipment, Inventory, Stock or Interest
- Perfection – of Collateral must be timely – file UCC-1 Financing Statement or Mortgage
- Foreclosure – may be by Possession, Court proceeding or Agreement
- Unsecured Debt – No Collateral – Example, Credit Card, Trade Credit, Bank, Peer to Peer
- Guaranty – Third party promise to pay debt of Primary Debtor – Collection or Payment
Bankruptcy & Unwinding – Chapters 7, 11 & 13 – Creditor, Debtor & Committee – 10 Tips
The firm is uniquely positioned to advise clients from both preventative and prophylactic perspectives as to restructuring, state law unwinding and bankruptcymatters. The most expedient economic solution may require out-of court work-outs, or voluntary or involuntary reorganization or liquidation under chapters 7, 9, 11, 12, 13 and 15 of the Bankruptcy Code, or alternatively, state law unwinding at a lower price point. Our cases have involved commercial and consumer clients, debtors, creditors, trustees, equity and creditor committees and indenture trustees.
10 Basic Lending Platform Terms
- Chapter 7 – Trustee liquidates Debtor’s non-exempt assets to pay Creditors
- Chapter 13 – Debtor files a 3-5 year Plan & pays Creditors with “disposable income”
- Chapter 11 – Debtor files Plan of Reorganization or Liquidation; Estate votes on Plan
- Automatic Stay – Creates moratorium on pre-petition debt collection or legal action
- Not enforceable – “Filing for bankruptcy is an event of default under the contract”
- “Executory” Contracts & Unexpired Leases – Debtor/Trustee can reject or assume/assign
- SARE (Single Asset Real Estate) entity – Provisions in place for a fast-track case
- Debtor tenant with an above market lease can reject & benefit from capped damages
- Preferences – Creditor paid within 90 days-1 year of bankruptcy may need to disgorge
- Fraudulent Transfers – Transferee of Debtor asset for < fair value may need to disgorge