The Corporate Law Group

The Work We Do

We do work for entities and individuals worldwide in the following practice areas and industries.


General Business Matters

We can help out with almost any kind of business challenge including many things not otherwise listed by us, such as reviewing leases, protecting you against bankruptcy by your customers, and helping respond to subpoenas. Call us. If we don’t do it, we’ll let you know. For example, we don’t defend white collar crimes and we don’t prosecute patents (but we can help you find great people who do!)

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General Corporate Matters and Corporate Governance

We help clients every step along the way from creation and filing of formation documents with the appropriate state agencies, to crafting business and situation specific legal documents, to answering business and legal questions. We can advise on best practices in everything from board meetings, to annual general shareholders meetings, to hiring practices.

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Securities Offerings

We help clients navigate the complex requirements of Securities and Exchange Commission rules and documents. We have worked with clients to prepare and file corporate disclosure forms (including annual and quarterly disclosures on Forms 10-K and 10-Q), periodic disclosures on Form 8-K, securities ownership on Forms 3, 4 and 5, securities sales exception notices on Form D, and relevant state securities exemption notices. We have also represented clients in responding to notices from the SEC and state securities agencies.

We have also represented and helped clients prepare documents for private placement sales of securities including private placement memoranda, subscription documents, and due diligence documentation.

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Trademark and Copyright Registration

We can assist in prosecuting trademarks with the United States Patent and Trademark Office and filing copyrights in the United States Copyright Office. We can help you enforce your intellectual property, craft a response to infringers, deal with claims of infringement, and protect your branding and “indicia of origin”.

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Venture Capital and Investments

We have practiced in Silicon Valley for over 30 years. We understand that financing is critical to small and growing companies and we help clients document venture capital, private equity, angel, and other investments. We can help you document any type of investment, including sale of equity interests, grants, promissory notes and warrants.

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Mergers, Acquisitions and Divestitures

We have helped many clients merge and acquire, whether with stock or assets, and divest portions of their business or assets. No matter how large or small the transaction we can help guide your business through the steps necessary to document and properly close the deal. We can help you decide whether to acquire, strategize the best way to acquire, work with your bankers and financial advisors, and decide to which reps and warranties to take exception.

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General Business Contracts and Agreements

No matter what the agreement we can help draft it, negotiate it, terminate it, and amend or modify it. We know how to give notice, what provisions might allow cancellation, and how other parties might react to various actions. We know what “boiler plate” can be dispensed with and which is indispensible. We can help identify and list your rights and obligations and help you manage an agreement portfolio.

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Stock Options and Executive Compensation

We can help design, structure, draft, obtain consent for, and qualify or register stock option, phantom stock, restricted stock, executive option, and other equity incentive plans. We can also set up systems so that you can manage your own equity incentive plans. None of our clients experienced any problem with the so-called “option backdating” scandal experienced by clients of many other law firms.

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Employment and Executive Employment

We can help you set up good and protective practices for hiring, retention, and firing of employees. We can help you ensure ownership of the valuable intellectual property that your employees are producing every day. We can help you let go, engage in reductions in force, fire, and otherwise trim your work force with minimal risk.

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Public Company Periodic Reporting and Exchange Act Compliance

Periodic reporting requirements are constantly changing and it is important to understand the public company reporting process in order to stay in compliance. We have worked with clients to prepare and file corporate disclosure forms (including annual and quarterly reports on Forms 10-K and 10-Q), so-called current reports on Form 8-K and proxy statements for annual shareholder meetings. We work with clients to review and ensure compliance with SEC regulations relating to corporate disclosures. Most importantly we can help you lower your periodic reporting costs while keeping close attention to detail and ensuring full compliance.

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Proxy Contests

We have advised on public and private company proxy battles and contests for corporate control. We can assist with rights plans, staggered boards, and a full complement of public company defensive mechanisms.

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Partnerships and Limited Liability Companies

We can help you form general or limited partnerships, limited liability companies or other forms of doing business, many created for or providing advantages in particular situations. Sometimes vehicles other than a corporation are advantageous for structural, tax, or liability reasons.

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Intellectual Property Transactions and Licensing

We have helped clients sell, purchase, license, and lease intellectual property from various sources. We can help you perfect security interests in intellectual property, license intellectual property according to vertical, horizontal, or specialty markets, provide for royalties, lump sum payments, profit participations and other finance vehicles, and license in or around global markets. We can help strategize around, and draft, agreements and policies concerning shareware and open source.

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Litigation, Arbitration, Mediation, and Business Dispute Resolution

Litigation and Arbitration are inefficient methods of resolving business disputes, but we can certainly represent you in both. We can also help try to settle or mediate disputes before litigation or arbitration is filed.

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Franchising and Business Opportunities

If you think you have a reproducible business with good brand recognition or innovative ideas, we can help you comply with state and federal business opportunity and franchising laws, so that you can start selling franchises. If you are a franchise buyer we can help you there too.

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Cross-Border Transactions

We have alarm clocks and can assist in transactions across the globe, frequently using local corresponding counsel. We are familiar with British common law jurisdictions such as Great Britain, Hong Kong, and Australia, as well as so-called code-law jurisdictions such as Germany, and emerging law jurisdictions such as China.

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Strategic Alliances and Corporate Partnering

We can help you negotiate, structure, and document a suite of possible transactions with corporate partners, co-developers, distributors, and other business partners worldwide. Strategic Alliances can include everything from formation of new entities to licensing.

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Trade Secret Protection

We can help you ensure that your unpatented ideas are protected through a combination of nondisclosure agreements, access controls, and other efforts reasonable under the circumstances.

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Media and Telecommunications

We can help with speech issues, publishing concerns, technological impact, and other media and speech matters. We can assist with everything from traditional publishing, to software publishing, to social networking.

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