General Counsel Services

We have become experts in providing general counsel services to clients through many years of experience in guiding entrepreneurs and start-up companies from seed financing to IPO or acquisition. Our attorneys have been exposed to almost every facet of business law – raising necessary capital, intellectual property questions, strategic licensing and partnering transactions, employment law issues, investor relations concerns and disputes that may result in litigation.

Because corporate finance attorneys remain involved in companies’ legal needs through the entire life cycle from start-up to exit, such attorneys are often uniquely positioned to understand the “big picture” of entrepreneurial business. Our attorneys help clients resolve potential issues before they arise, and suggest creative solutions to problems in order to help close transactions.

Commercial Contracts, Joint Ventures and Strategic Partnerships

We regularly assist clients move from fresh start-ups to operational companies. We often contribute to developing distribution models, structuring joint-research relationships or granting exclusive licenses to key business partners. We help clients develop nondisclosure agreements, commercial terms of sale, warranties, disclaimers and other contractual terms. Every client has a different path to success, and we are experienced in negotiating complex partnerships.

Financing / Venture Capital

We are on the cutting edge of Silicon Valley securities law practice. Our private placement memoranda and offering materials protect our clients against undue exposure to litigation risk, and aim to strike a proper balance between investor interests and portfolio company concerns. We encourage you to seek out our counsel on private placements, capitalization structures, standardizing company legal documents in anticipation of public offerings, vesting arrangements, liquidation preferences, management control issues and alternative public offering approaches to raising capital.

Intellectual Property Licensing

As our clients mature, we assist in creating intellectual property protection strategies and in planning whether to license technology into the company or license it out to others. Clients rely on us to help them decide whether to license their technology on an exclusive or non-exclusive basis, and to negotiate favorable terms that anticipate potential practical issues.

 Mergers & Acquisitions

We are frequently asked to assist companies in negotiating terms for combining with another company, whether by merger, asset sale or other combination. Our effective counsel in such transactions assures that our clients receive all of the benefits of their bargain and are not surprised by unexpected consequences or unforeseen difficulties. We are experts in guiding clients through the complex issues that arise before, during and after combining with another company.

Corporate Governance

Filing papers with the Secretary of State is routine; setting a company up to function correctly after formation requires expertise. The goal in forming companies is to create formation documents that lead investors to “check the box” in doing their legal due diligence. We advise our clients on properly issuing stock to founders and consultants in full compliance with securities laws, making sure that co-founders know what scope of service is expected of them and creating mechanisms to permit the repurchase of stock if a contributor leaves the company before completing the mission. We specialize in making sure the foundation of a company is solid, and prepared for whatever opportunities or difficulties arise.

Employment Contracts

Legal issues raised by engaging or disengaging executives form a critical part of corporate transactions we structure. Protecting the security of a founder’s position through multiple rounds of financing, or through an acquisition, is a subject near and dear to the heart of most of our clients. As general counsel, these core employment issues are within the scope of services we typically provide. However, we also partner with employment law boutiques on technical areas such as employment tax and deferred compensation.

Internet Law

All businesses now have a web presence, and can benefit from experienced counsel on a wide variety of issues that may arise from maintaining a web site for a technology company or running an e-commerce start-up. We answer questions that may arise in creating terms of use and privacy policies for clients’ web sites, establishing advertising agreements and other internet-based agreements, and assuring that all required legal aspects of a web site are tailored to a client’s functionality, business objectives and intended internet audience.

Contact us if you are looking for legal counsel in any of these service areas. Call 408-356-3300 or contact us online.

Please note that nothing herein is intended to represent a certification of specialization in any of the service areas.

Please be aware that we follow a formal engagement process. Nothing on this website is meant to construe the creation of an attorney-client relationship. We disclaim any duty of confidentiality prior to formal engagement. Therefore, please do not provide confidential information to us until you have formally engaged us as your attorney, including having received a formal engagement letter from us. Communicating with us by phone, email or otherwise does not create an attorney-client relationship between us.