Business Formations, Funding and Governance

We provide advice, drafting and negotiation services with respect to the formation, funding and governance of different types of business entities on matters including:

• California, Delaware and Nevada incorporations
• C-Corp., Sub-S Corp., Professional Corp., 501(c)(3) Non-Profit Corp., etc.
  
• Articles of Incorporation, Bylaws
• Limited Liability Companies (LLC's, member-managed and manager-managed)
• LLC Operating Agreements
• Limited Partnerships
• General Partnerships
• Corporate governance
• Business dissolutions
• Shareholders' agreements
• Stock purchase agreements
• Stock repurchase agreements
• Buy-sell agreements
• Indemnification agreements
• Stock option plans
• Stock option agreements
• Subscription agreements
• Private placement memoranda
• Term sheets
• Bridge, seed, and angel funding
• Convertible notes and debt instruments
• Secured promissory notes
• Venture capital funding
• Securities law compliance
• Regulation D (Rules 504, 505, 506)
• Section 4(2) placement issues
• Blue sky law compliance
• Preferred stock (Series A, B, etc.)
• Investor rights’ agreements
• Co-sale agreements with founders
• Voting agreements, including voting trusts
• Investor protective provisions
• Pre-emptive rights
• Redemption rights
• Registration rights
• Due diligence
• Board resolutions/written consents
• Shareholder resolutions/written consents
• Annual shareholder/board meeting documentation