M&A | Bussines Law
Expert Business Law Services for Your Success
Navigating the complexities of business law requires a skilled and experienced legal partner who understands your unique needs.
Whether you're launching a new venture, managing corporate governance, or handling high-stakes transactions, our comprehensive Business Law practice provides tailored legal solutions to protect and grow your business.
Comprehensive Corporate and Commercial Legal Support
From drafting contracts and agreements to navigating mergers, acquisitions, and securities compliance, we cover all aspects of corporate and commercial law. Our experience spans diverse industries, assisting startups, SMBs, and established corporations in protecting their interests and ensuring seamless operations.
Our services include corporate formation, regulatory compliance, dispute resolution, and strategic business planning. Let us handle the legal details, so you can focus on driving your business forward with confidence.
Solutions for every
business need
Mergers & Acquisitions (M&A) Divestitures & Business Combinations
- Stockholders/Shareholders’ Agreements and New or Amended LLC Operating Agreements, Divestitures
- Dissolution, Winding up, merger, and reorganization of companies
- Buying and Selling Agreements for Businesses, Joint Ventures, Partnerships
- Prepare Series Seed Investment Agreements, Series Seed Term Sheets, Series Seed SPA, Investor’s Rights Agreement, NVCA Documents, Simple Agreements for Future Equity (SAFEs)
- Angel investment, debt-equity financing, bridge loans, and preferred shareholder agreements
- Corporate Governance, resolutions, minutes, powers of attorney, incumbency, secretary certificates of the Officers, Board and Shareholders
- Divestitures, Selling / Buying business documents: Share Purchase & Transfer/ Merger (domestic or foreign) Agreements, Asset Sale & Purchase Agreement, Equity Purchase Agreements, Membership Interest Purchase & Contribution Agreement, Amended & Restated Shareholders/ Limited Liability Company Operating Agreements, Convertible Promissory Notes
- Complete Due Diligence (except Tax & foreign litigation), Term-Sheets, Letters of Intent (Non-Binding)
- Shareholder/Stockholder disputes, corporate restructuring, “F” reorganization under IRS Code 368(a)(1)(F), dissolution and winding-up
- Regulatory approvals, domestic U.S. and International; third party consents from Lenders.
Commercial Law
- Business advisor, counselor, all contract or agreement legal needs for small-to-medium businesses (SMB)
- Non-Disclosure Agreements / Confidentiality Agreements (NDAs)
- Independent Sales Organizations (ISOs) Agreements, Dealer, Sale & Distribution Agreements, with exclusivity, capital equipment and finance lease agreements
- Commercial agreements, amendments, addendum, letter agreements, letters of intent, memos of understanding
- Promissory Notes, Guarantees/Guaranty, Pledge Agreements, Credit Agreements, Loan Agreements, Waivers, Consents, Loan & Security Agreements, Revolving Loan & Credit Facility Agreements, Financing Agreements & Covenants, Subordination agreements, Equipment/Asset based Financing & commercial lease agreements
- UCC Articles: 2-Sales, 3-Negotiable Instruments, 4A-Fund Transfers, 5-Letters of Credit, 8-Investment Securities, & 9-Secured Transactions
- UCC lien filings under Article 9 -personal and real property
- Employment Agreements, Sales Commission Incentive Agreements, Restrictive Covenant Agreements, Non-Compete & Non-Solicitation of Clients/Customer Agreements
- Dispute Resolution: Legal Claims & Mediation, manage foreign litigation management – US & Latin America
- Minority Business Enterprise (MBE) Certification: NMSDC, SBA, U.S. DOT, NGLCC, WOSB, WBENC, Miami-Dade Country & Florida-OSD.
- Florida or Miami-Dade County Business License registrations & disputes/challenges
Corporate Formation & Governance
- General Corporate Governance and Legal Services for Start-Ups and new businesses
- Corporate entity formations/planning; Registered Agent Subscription Services, Corporate Transparency Act
- Business Transactions, Strategic Direction, Incorporation, Formation & Organization
- Knowledgeable in DE, CA, NY and Florida (expert) business organizations and corporate law
- Digital Start-Ups: Entity Formation (Corp., Inc., LLC, LLP, LP, Non-Profit) – special Purpose & holdings entities
- Article of Incorporation, By-Laws, Operating Agreements, Limited Partnership Agreements
- Serve as Corporate Secretary to Board of Directors, Compensation, Audit & Nom. & Corporate Governance Committees; draft and amend By-Laws & Committee Charters
- Organize and prepare documentation for Stockholder and Shareholder Meetings
- Directors & Officers (D&O), Errors & Omissions, Cyber Liability, Crime & Fraud, & Key Person Insurance
U.S. Securities Laws & Regulations (SEC), Corporate Finance, Capital Markets & Venture Capital
- Initial Public Offerings (IPOs), SPACs, Prospectus/Form S-1, Initial Coin Offerings, token option plans, crowdfunding & exempt offerings, Blue Sky laws; private placements in compliance with Rule 506(b), going private
- SEC Laws & Regulations, Securities Act of 33’, Securities Exchange Act of ‘34, Sarbanes-Oxley Act (SOX), Dodd-Frank Act, Regulations A, CF, D (Exemptions/Offerings), S (offshore offerings) & M (activities), ESG, CD&A; Reg. FD & Material Non-Public Information (MNPI) evaluation, Review Press Releases, & Investor Materials
- Private investment in public equity (PIPE) offerings, public offerings under Form S-3, equity stock/ issuance, capitalization tables, board and stockholder resolutions, 83(b) tax election, irrevocable stock powers, medallion signature guarantees/waivers
- ESOP, ESPP, Employee or Consultant (non-qualified) Stock Option Agreements (SOs), Restricted Stock Units (RSUs), Performance Stock Units (PSUs) and Omnibus Company Equity Agreements; issuing Founders’ shares
- Prepare Whistleblower, Code of Ethics, Insider Trading Policy, Board of Director’s Governance Principles, Director’s Conflict of Interest, FCPA Training/Policy, Charters for Audit, Compensation and Nominating & Corporate Governance Committees
- Provide both legal advice on disclosures regarding materiality, including Material Non-Public Information (NMPI) and counsel fiduciary duties of officers and board of directors for publicly traded companies
- Voting Trusts/Groups, prepare proxies, legal entity conversions, derivatives (options, futures, forwards, swaps & warrants)
- Equity Redemption Agreements, Participation, Drag & Tag along rights, Minority shareholder legal issues – appraisal rights
- Comprehensive knowledge of Regulation D and market terms in angel and venture capital transactions
- Manage regulatory matters facing funds and issuers, including the Investment Advisers Act of 1940, The Securities Act of 1933, Reg D safe-harbors, and state blue sky law compliance
- Series AA through Series D investment-related agreements and documents, including working with NVCA, Series Seed, and SAFE document sets
- SEC filings: Forms – S-1, S-3, S-4, 3, 4, 5, 10K, 10-Q, 10-K, 8-K, Sch. 14-A Proxy Statement, Stockholder’s voting ballot, 10b5-1 insider stock sales/ 10-b18 repurchase of stock
- Stock Buy Programs, Dividend Reinvestment Plans documentation
- Liaise and interface with Stock Transfer Agent and Share registry/ Rule 144 Restricted Securities
- Capital Market & Corporate Finance transactions, including drafting of the following: private sales of shares of stock (privately held corporations), senior notes under Rule 144A, credit facility agreements, revolver loan agreements, tender offers, collateralized mortgage obligations (CMOs), collateralized debt obligations (CDOs), collateralized loan obligations (CLO), PIK promissory notes
- Interface with ISS and Glass Lewis to improve overall company annual score and ratings on ESG
- Follow and adhere NYSE and NASDAQ listing guidelines/standards
- Public company Section 16 onboarding Officer and/or Director
- Executive Employment Agreements or Key Executive Employment Agreements
