General Counsel

An experienced business law attorney can advise you on how to properly structure your company.  Depending on your choice of entity, there are different legal documents which may be needed, including partnership agreements, shareholder agreements, articles of organization, limited liability company operating agreements, corporate bylaws, initial resolutions and other paperwork.  These documents set forth the roles, rights, and obligations of those involved in the business.  They also establish rules and procedures for operating the business, including policies related to decision-making, corporate governance, dispute resolution, and other matters.  Well-drafted agreements are crucial to preventing conflicts or minimizing their effect on the business.  However, companies also must ensure they comply with their own rules consistently in order to avoid potential problems.  Where questions arise, general counsel can provide appropriate guidance.

Contracts should always be in writing to avoid misunderstandings between the parties and ensure that the terms can be fully enforced. The types of contracts that may be needed by a business vary based on the industry, size and other factors. Examples of common agreements include:

Businesses may lease building space as well as equipment, both of which can be a significant expense.  Leases set terms and conditions for a given piece of property, including monthly payments, maintenance agreements, deposits, term, and other items.  Since these contracts generally last for years, it is essential to negotiate favorable terms.  Tenants or lessees sometimes assume that leases are standard documents that cannot be changed, but that is not true in many instances and you may be able to substantially reduce your costs and/or gain more flexibility in your use of the space.

Service agreements are used when one party (the service provider or vendor) provides a service to another for monetary compensation. The agreement usually has two parts: the statement of work and the terms and conditions. The statement of work may outline the monetary compensation, timeline for payment, type of services provided, timeframe to render the services, and other provisions. The terms and conditions outline the ancillary stipulations of the parties, such as intellectual property ownership, non-disclosure, non-solicitation, indemnification, choice of law and other provisions used to safeguard the company’s confidential information and address dispute resolution matters.

A licensing agreement is a contract between an owner of rights (“licensor”) and someone who wants permission to use those rights (“licensee”) for certain designated purposes.  When licensing intellectual property, the key issues include the scope of rights granted, payment structure, representations and warranties, and indemnification.  In the case of a Software as a Service (SaaS) agreement, there are additional concerns such as data security and privacy, performance obligations, ownership of intellectual property, and limitations on liability.  Regardless of which side you are on, an attorney should always review the agreement to safeguard your interests.

Employment laws are complex, so companies need to be proactive about establishing rules and procedures governing the employment relationship. Employment documents should be prepared by an attorney.

• Employee Handbook. An employee handbook is a document that outlines a company’s policies, permitted and prohibited behavior, and a description of the company’s mission.  It outlines the expectations of the employer and communicates the rights and obligations of both the employer and employee.
• Offer Letter and Employment Agreement. An offer letter and employment agreement put in writing the new employee’s job duties, compensation and benefits, and other provisions of employment which help minimize misunderstandings and future problems.
• Separation or Severance Agreement. A separation or severance agreement typically provides a departing employee with a benefit package in exchange for the employee’s waiver of their right to sue the company.
• Non-Compete and Non-Solicitation Agreement. A non-compete agreement provides that an employee will not work for a competitor or start a competitive business for some period of time and within a certain geographic area after employment ceases.  A non-solicitation agreement prevents an employee from soliciting customers or suppliers of the former employer.

Raising capital is a common concern for most companies.  There are different financing options available, depending on the growth stage of the company, with unique legal and financial requirements for each.  General counsel can assist with meeting investors’ due diligence requirements and preparing necessary legal documents, such as a Term Sheet, Stock Purchase Agreement, Investor Rights Agreement, Right of First Refusal and Co-Sale Agreement, Voting Agreement and Schedule of Exceptions.  An attorney can also ensure compliance with federal and state securities laws.

Most companies have some sort of intellectual property, such as a trademark or copyright.  While both may be protected under the common law, best practice is to seek registration.  Federal trademark registration puts others on notice of the company’s mark so they do not use a similar one and allows the trademark owner to sue an infringer in federal court for damages.  Similarly, copyright registration also gives the owner the right to sue for infringement of the work and obtain statutory damages.  Experienced counsel can take appropriate steps to secure and protect your intellectual property rights and maximize its value for the business.

When conflicts arise in business, most people think of litigation as the solution.  However, there are alternative methods of dispute resolution that can be faster and more cost-effective.  In mediation, a neutral third party facilitates discussion and resolution between the parties but does not decide the case or serve as a judge.  In arbitration, a neutral party acts as a private judge and renders a decision in the matter.  However, whether the award is legally binding depends on the parties’ underlying agreement.  Where it is legally binding, the courts can enforce the arbitration award.