Corporate, Finance and M&A

We structure, negotiate, document and counsel both public and private companies, investors and executives in connection with:

  • Corporate Finance:
    • Angel, venture capital, private equity, PIPEs and other private placement transactions
    • Public offerings including IPOs and SPACs
    • Strategic investments
    • Debt financing including commercial loans and venture debt
    • Restructuring and recapitalizations
  • Mergers and Acquisitions:
    • Stock and asset acquisition and sale transactions
    • Mergers and reverse mergers
    • Joint ventures and other strategic transactions
    • Spin-offs
  • Capital Markets, Securities and SEC Practice
    • Registration statements, proxy materials, periodic reports and other SEC filings
    • Securities Act of 1933 and Exchange Act of 1934 compliance
    • Issuer, underwriter and placement agent representations
  • General Corporate:
    • Entity choice, formation and capitalization
    • Corporate governance
    • Executive compensation including stock option plan set up and maintenance
    • Due diligence
  • Cross-Border Transactions:
    • Cross-border financing
    • Cross-border acquisitions, sales and reverse mergers
    • U.S. business set-up

Technology and Commercial Transactions

  • Commercial Transactions and Agreements
    • Technology development and transfers
    • Licensing, SaaS, PaaS and IaaS agreements
    • Service level agreements and support agreements
    • VAR agreements, OEM agreements, supply agreements and distribution agreements
    • Strategic alliance, development and collaboration agreements
    • Outsourcing agreements, including with respect to human resources, information technology, and other back-office and customer-facing functions
    • Consulting and other professional services arrangements
  • Privacy and Data Security
    • Website terms of service and privacy policies
    • Business associate agreements and data processing addenda
    • Privacy compliance, including guidance on CCPA and GDPR
    • Review and negotiation of privacy and security terms in various commercial contracts

Employment

  • Executive and other Employment Arrangements:
    • Executive employment agreements
    • Stock options, restricted stock and other equity-based incentive compensation
    • Severance and separation arrangements
  • Discrimination and Harassment Actions
  • Wrongful Termination and Retaliation Actions
    • Compliance and Enforcement:
      • Personnel policies and employee handbooks
      • Wage and hour audits
      • Employee and independent contractor classifications
      • Workplace drug, alcohol, theft and embezzlement
      • Arbitration policies
      • Privacy laws
      • Workforce reduction requirements
    • Trade Secrets, Confidential Information, Corporate Raiding and Unfair Competition

    Intellectual Property

    • Patent Prosecution
    • Trademark and Service Mark Prosecution
    • Copyright
    • Intellectual Property Enforcement and Litigation
    • Intellectual Property Agreements (including Licensing, Assignments and Transfers)
    • False Advertising
    • Publicity and Privacy Rights
    • New Media and E-Commerce

    Litigation

    • Appellate
    • Commercial Litigation (including Class Actions)
    • Employment and Labor
    • Intellectual Property Litigation
    • Privacy & Data Protection
    • Real Estate Litigation
    • Regulatory Litigation (including California Labor Commissioner, California Public Utilities Commission, Trademark Trial & Appeal Board, Worker’s Compensation Appeals Board, Securities & Exchange Commission and FINRA)
    • Securities Litigation
    • Trade Secret and Corporate Raiding Litigation
    • Trials (State and Federal Courts)