BUSINESS FORMATIONS AND COUNSELING

We advise clients forming new businesses as to the appropriate business structure for their needs. For corporations, we prepare articles of incorporation, bylaws, shareholder buy-sell agreements, initial meeting minutes and, if necessary, appropriate securities documentation, including offering memoranda. In addition, we advise corporations regarding the rights and duties of officers, directors, and shareholders, and assist corporations in complying with corporate formalities and maintaining corporate minutes. We advise clients regarding the formation of new general and limited partnerships, limited liability companies and limited liability partnerships. We prepare general and limited partnership agreements, operating agreements and shareholder agreements, for these entities. In addition, we advise partnerships regarding the rights and duties of partners and members, oversee mergers and dissolutions, and offer general business counseling.

TRANSACTIONAL LAW

Transactions can range from simple sales agreements between individuals, to highly complex arrangements between multiple parties. However, too often lawyers can spot the problem or the legal issue and all the impediments to meeting the client's objective but fail to show the creativity required to find a solution that works. Our objective when assisting in transactions is to make the deal, not break the deal. Successful transactions can require extensive counseling, negotiation, document review and drafting. Many transactions require long-term involvement to ensure the continued relationship between the parties. We have experience and can assist with numerous transactions, including:

• Distribution Agreements
• Licensing Agreements
• Consulting Agreements
• Confidentiality/ Non-disclosure Agreements
• Non-competition Agreements
• Stock and Asset Purchase Agreements
• Employment Agreements
• Profit Sharing, Stock and Option Agreements
• Securities Agreements
• Franchise Agreements
• Website and Internet Agreements
• Settlement and Release Agreements