General counsel involves providing startups and private businesses with comprehensive legal guidance and support to ensure compliance, mitigate risks, and navigate legal challenges throughout the company’s lifecycle.
General Counsel
General counsel services allow your business to have a senior advisor “down the hall,” so to speak, who is able to provide comprehensive legal advice whenever you need it.
Retaining a lawyer for general counsel services allows for legal guidance tailored to the specific needs of the company, proactive risk management, compliance assurance, and strategic advice to support growth and navigate challenges.
General counsel services often encompass a wide range of legal areas, such as contract drafting and review, legal and regulatory compliance, certain employment matters, and corporate governance.
Selecting the right general counsel services provider involves evaluating factors such as in-depth industry knowledge, experience working with startups or private businesses of similar size and stage, communication style, fee structure, and more. Contact us today to find out if we’re a good fit for your growing business.
Incorporation
Incorporation legally establishes your business as a separate entity, providing liability protection for personal assets and setting up ownership and governance structures essential for growth and investment.
We can provide guidance on how to allocate equity among the founders, as well as prepare founder documents that address vesting and related matters.
Beyond incorporation, we offer a suite of services, including preparing offer letters, confidentiality and intellectual property assignment documents, consulting agreements, and equity incentive plans. Once we understand your business needs, we’ll be able to chart your path to growth.
Absolutely. This is a common request. For instance, founders often choose to start operations as a limited liability company but later decide to convert to a corporation due to investor demands. Tax issues will be essential to consider when deciding to proceed with this kind of conversion. Once a decision is made, the actual mechanics, from a simple statutory conversion to a merger, depend on the jurisdiction of incorporation.
Financing for Start-ups and Private Companies
The fundraising process for startups and emerging businesses can be complex and fraught with challenges. Common pitfalls in the fundraising process include: Lack of preparation, which can undermine investor confidence if founders are unable to adequately address investor concerns and questions about the business; not fully understanding the terms of different financing options and failing to negotiate favorable terms, which can lead to suboptimal deals; making potentially false or misleading statements to investors and failure to comply with relevant securities laws and regulations, which may result in legal liability and reputational damage
Braverman Law can help your company avoid common pitfalls through the following:
Preparation: We can review your current corporate structure, help you in responding to investor questions and perform whatever cleanup may be necessary.
Understanding; Negotiation: A priced round (Series A and beyond) will involve complex changes to the company’s governance and capitalization structure. But even seeding funding, such as convertible notes or SAFEs, despite their brevity, can be complex and nuanced. Founders may not grasp the intricacies of the documents they are being asked to sign, such as whether a convertible note or SAFE is post-money and the mechanics of the conversion process. We can help founders thoroughly understand the implications of the proffered documents, including offering support in modeling the post-money capitalization. Armed with this knowledge, we can guide founders in developing a negotiation strategy that prioritizes the issues that matter most to them.
Compliance: Securities laws are a real thing, and failure to comply with them can have serious consequences, such as giving a buyer the right to rescission. This could be catastrophic for a startup, and the founders could be individually liable. We can help your company avoid making misstatements to investors, and navigate federal and state securities laws, determining the most suitable exemption from registration, and ensuring that necessary filings and procedures are followed.
Startup companies and emerging businesses have various financing options available to them, including SAFE agreements, convertible notes, equity crowdfunding, and different rounds such as Series A. We can help your company understand the pros and cons of each option.
Mergers & Acquisitions
We support a wide range of M&A transactions for private companies of all sizes, including:
- Buying or selling a business
- Merging with another company
- Acquiring specific assets or divisions
- Forming strategic partnerships or joint ventures
Whether you’re a small business owner looking to sell or a growing company seeking to expand through acquisition, we tailor our approach to meet your needs and goals.
We provide comprehensive support at every stage:
- Initial strategy
- Negotiation of the term sheet or letter of intent
- Drafting and reviewing all transaction documents
- Due diligence coordination
Our goal is to guide you smoothly through the entire process, from initial considerations to the closing.
No, we focus exclusively on private (closely held) companies. However, we are well-versed in securities laws and can advise clients who are acquired by a publicly traded company and receive stock as all or part of the purchase price.
At Braverman Law, we pride ourselves on providing personalized, attentive support to our clients. While larger firms may have a more extensive roster, we believe that our dedicated focus on your unique needs sets us apart. We take the time to understand your business, your goals, and your concerns, allowing us to provide tailored legal solutions. To the extent we need specialist advice, we work with a network of other firms, ensuring that you get the advice you need while at the same time delivering seamless customer service.
Commercial Contracts & Agreements
We handle a wide range of commercial agreements, including master services agreements, customer contracts, SaaS agreements, terms of service, and more, tailored to your business needs.
We provide comprehensive assistance, from drafting initial form templates to reviewing and negotiating commercial agreements.
MSAs and SOWs outline the terms and conditions of a service provider-client relationship, defining the scope of work, responsibilities, deliverables, and payment terms in detail.
A properly drafted commercial agreement establishes clear roles, responsibilities, and expectations between parties, minimizing conflicts and maximizing the success of a business relationship.