Practice Areas

Mergers & Acquisitions

Stock & Asset Acquisitions | Diligence | Closing

An acquisition succeeds only when transaction structure, diligence findings, economics, governance, financing, and closing mechanics operate as one negotiated framework. Buyers, sellers, founders, private companies, investors, portfolio companies, and U.S. subsidiaries engage the Firm for stock purchases, asset acquisitions, mergers, carve-outs, business combinations, buyouts, equity repurchases, and other changes of control.

Venture Capital

SAFEs | Notes | Preferred Stock | Investor Rights

Emerging companies or venture investors may engage the Firm on separate, matter-specific sides of a financing. Venture terms allocate dilution, capital priority, board and consent rights, information access, downside protection, future financing flexibility, and participation in a later liquidity event, and the transaction documents must describe one coherent financing.

Private Financings

SAFEs | Notes | Preferred Equity | Reg D & Reg S

A private financing must align investment economics with governance, disclosure, execution, and an available securities-law exemption. Issuers, founders, lead and participating investors, private companies, growth businesses, U.S. subsidiaries, and investment vehicles use SAFEs, convertible promissory notes, preferred or common equity, warrants, subscription agreements, and bespoke instruments for seed and growth financings, bridge rounds, strategic investments, founder liquidity and other secondary sales undertaken alongside a financing.

Technology Transactions

SaaS | Software & APIs | Data | Transactional IP

Technology contracts allocate rights and operational responsibility across intellectual property, data, security, implementation, service performance, and the product’s commercial model. Software, SaaS, AI, mobile, digital-health, e-commerce, and platform businesses—as well as enterprise customers, developers, licensors, licensees, data providers, and strategic partners—use these agreements to define how technology is accessed, implemented, supported, and commercialized.

Commercial Contracts

Services | Supply & Manufacturing | Distribution | Strategic Arrangements

Commercial agreements translate business objectives and operational dependencies into negotiated terms governing economics, performance, control, risk allocation, exit, and applicable enforceability considerations. Emerging and growth companies, established private businesses, U.S. subsidiaries, manufacturers, service providers, consumer businesses, and their counterparties use these contracts to support recurring operations and significant strategic relationships.

Cross-Border Transactions

U.S. Structuring | Inbound Matters | Local-Counsel Coordination

U.S. counsel to domestic and international businesses, founders, and investors on cross-border acquisitions, investments, market entry, and expansion, coordinating U.S. entities and transaction documents with foreign ownership, authority, funding, operations, and closing requirements.

Corporate Structuring & Governance

Formation | Founder Equity | Governance | Corporate Records

Structuring corporations, LLCs, holding companies, subsidiaries, ownership arrangements, governance rights, approval processes, capitalization records, and internal reorganizations for domestic and cross-border businesses.

Private Funds & Investment Vehicles

Fund documentation must operate as one system across the sponsor, manager, general partner, fund, offering, subscriptions, governance, economics, and investor rights. Emerging and established sponsors, managers, investors, family offices, operating companies, co-investors, and transaction parties may use U.S. limited partnerships or LLCs, management-company structures, SPVs, co-investment and single-asset vehicles, club arrangements, and other private investment platforms.

Franchise, Distribution & Brand Licensing

The legal classification of an expansion model changes the parties’ disclosure, registration, relationship, and termination obligations. A franchise can arise from the actual combination of trademark use, required payments, and significant control or assistance; the agreement’s label does not determine the result. Territory, sales channels, brand standards, and actual course of performance also shape the analysis.

Nonprofit & Tax-Exempt Organizations

Nonprofit corporate status and federal tax-exempt recognition are distinct. Formation creates the state-law entity; it does not by itself confer federal tax exemption. The entity form, governing documents, finances, decision-making, and activities must remain aligned with the stated exempt purpose and with limits on private benefit and private inurement.

Employment Agreements & Workforce Compliance

Company-side counsel on employment and independent-contractor agreements, confidentiality and invention-assignment provisions, workforce documentation, executive transitions, and employment issues arising in corporate transactions.