Practice area
Business and Corporate Law
Most corporate work is about two questions: who owns what, and who gets to decide. Charters, operating agreements, board consents and commercial contracts are the places those answers get written down. When they are written carelessly, the cost usually arrives years later — during a financing, a departure, or a sale.
The issues
What this work involves.
- Entity structure and formation
- Choosing and forming the entity, allocating equity among founders, setting vesting, and putting the initial governance documents in place. Structure decisions are cheap at the start and expensive to unwind.
- Ownership and governance
- Operating agreements, shareholder agreements, board and member consents, transfer restrictions, drag-along and tag-along terms, buy-sell mechanics, and the deadlock provisions nobody reads until they need them.
- Commercial contracts
- Master services agreements, supply and distribution terms, licensing, statements of work, non-disclosure agreements, and the indemnity, limitation-of-liability and termination clauses that determine what a contract is actually worth.
- Financings and transactions
- Convertible instruments, priced equity rounds, credit facilities, asset and equity purchases, and the diligence work that precedes them. Much of the value here is in the questions asked before signing.
- Corporate housekeeping
- Minute books, cap table hygiene, qualification in states where the company has become active, and the annual maintenance that keeps a company able to close a transaction on schedule.
When counsel helps
Points at which a business usually needs advice.
- 01
Founders are dividing equity, or an equity split agreed informally is now in dispute.
- 02
An investor, lender or acquirer has asked for corporate records the company cannot readily produce.
- 03
A customer has sent a contract with indemnity or liability terms the company has not evaluated.
- 04
The company is entering a new state, product line, or channel and is unsure what changes.
- 05
An owner wants to leave, and the governing documents do not clearly say what happens.
- 06
A term sheet has arrived and the company needs to understand what it is agreeing to before it negotiates.
Our approach
How we handle the work.
We start with the documents that already exist rather than the ones we would have drafted. Companies rarely arrive with a clean slate, and advice that ignores what has already been signed tends to be unusable.
We separate the terms that carry real commercial risk from the ones that consume negotiating time without changing outcomes. On most commercial agreements, a short list of provisions accounts for nearly all of the exposure.
Where a decision is genuinely a business judgment rather than a legal one, we say so, set out the trade-offs, and leave the decision where it belongs.
Relevant services
- Entity formation, conversion and restructuring
- Founder, shareholder and operating agreements
- Equity plans, option grants and cap table review
- Commercial contract drafting, review and negotiation
- Contract templates and negotiation playbooks
- Convertible and priced financing rounds
- Asset and equity purchase transactions
- Buy-side and sell-side diligence support
- Board and member governance, consents and minute books
- Commercial terms for new products, channels and markets
Practical next steps
What to do before you speak to anyone.
- 01
Assemble what exists
Collect formation documents, the current cap table, any equity agreements, and the three or four contracts that carry the most revenue or the most risk. A review is faster and cheaper when the record is in one place.
- 02
Identify the decision
Note what the company is actually trying to do — sign, raise, restructure, or exit — and by when. That determines what matters and what can wait.
- 03
Get a scoped answer
Ask for a defined piece of work with a defined fee before committing to an open-ended engagement.
Other practice areas
Next step
Start with the situation, not the category.
Describe what is happening in a few lines. We will tell you whether it falls into this area, what handling it would involve, and how it would be scoped and priced.
We typically respond within one business day.