My practice has a focus in the area of corporate law and business organizations. I represent businesses of all sizes, with a concentration on entrepreneurs, and closely-held companies. I assist clients in choosing the appropriate form of business entity and prepare the required organizational, and governance documents. I also advise on the practical considerations involved in the day-to-day operation of the business. I provide representation in preparation of a variety of contracts including supply agreements and licensing agreements. I also structure strategic partnerships, and consulting arrangements and prepare employment agreements and non-competition agreements.
My services to business clients include counseling them with respect to:
- Conducting shareholders, members, and directors meeting;
- Dealing with dissident shareholders and executive terminations;
- The obligations of directors, senior executives and controlling shareholders with respect to their fiduciary duties, duty of care and the business judgment rule;
- The duty of fair dealing as it relates to transactions with the business entity and compensation, the use of material non-public information, and the taking of corporate opportunities and competition with the corporation or other business entity;
- Matters involving the management of the business, including the powers of senior executives and the board of directors, and directors’, shareholders’ and members’ informational rights;
- The functions and powers of board committee
I advise clients on the transfer of control of a business entity including a transfer in which a director or principal executive is interested, the disposition of voting equity securities by a controlling shareholder, and the role of directors and shareholders in transactions involving changes in control and tender offers. I counsel boards of directors, independent committees, companies, executives, and dissident shareholders on their respective rights regarding direct and derivative actions by a shareholder as well as the appraisal rights of shareholders, and the indemnification rights of directors.
In the context of a closely-held business, I advise on implementing succession plans and exit strategies, and to handle company dissolutions (both in contested and uncontested situations). My many years of experience in this area allow me to provide the prompt and efficient handling of any issue regarding the organization, operation, growth and dissolution of every form of business entity.
My depth and breadth of expertise includes these areas:
General Corporate Representation
- Entity selection
- Shareholder agreements
- Employee, management and consulting agreements
- Intellectual Property protection
- Confidentiality and non-competition agreements
- Distribution and Licensing Agreements
Shareholder Representation
- Shareholder disputes
- Minority shareholder representation
- Corporate succession
Officer and Director Representation
- Officer and director liability
- Indemnification agreements
- Independent director and audit committee representation
- Stock option plans
Mergers and Acquisitions
- Joint ventures and strategic alliances
- Asset and stock purchases
- Drafting and negotiation of contracts and agreements
- Merger agreements