Choice of entity advice and entity formation services across the U.S. and in overseas jurisdictions, based upon U.S. and foreign tax management planning and related issues.
Documentation drafting to govern relations between founders, angel investors/venture capital fund managers, portfolio companies and acquisition targets, such as:Term Sheets, Letters of Intent, Subscription Agreements, Convertible Notes, Articles of Incorporation, Bylaws, Operating Agreements, Shareholder Agreements, Partnership Agreements, Stock Options, Employment Agreements and Employee Manuals/Policies and Procedures.
Documentation drafting to launch or expand business operations, such as: Joint Venture Agreements, Distribution and Agency Agreements, License Agreements, Marketing Alliance Agreements and Consulting Service Agreements.
Handle all aspects of negotiating, documenting and closing asset and shareholding sale transactions for diverse clients.
Registrations in U.S. and foreign countries for intellectual property assets such as trademarks, copyrights, patents and licenses, and related Licensing Agreements.
Franchisor/franchisee counsel and document drafting for clients such as North America’s largest health club franchisor and numerous food and beverage clients, including one of the world’s largest fast food/ice cream franchises.
Establishment of foreign LLCs and branch offices for numerous clients, including architecture, design, engineering and project management firms, franchisors/franchisees, and IT industry companies.
Human resource management counsel and document drafting, marketing and sales alliance agreements.
Management of all legal issues to establish and operate special purpose companies in Dubai, Kuwait, Thailand, South Sudan, Kenya and Afghanistan for defense industry services and procurement company
Lead advisor in charge of negotiations, document drafting and concluding major government concession agreement for globally active European-owned airport catering company
Centralizing the management of specialist lawyers/ accountants/tax advisors retained in foreign markets.
Joint Venture Agreements, Consulting Services Agreements and Agency Agreements for operations in foreign markets
Compliance with Treasury Department, IRS and SEC regulations generally, and defending against enforcement actions.
Advising diverse clients on Foreign Corrupt Practices Act issues, and defense industry contractors on foreign “Offsets Program” requirements/penalties.
U.S. and foreign tax law considerations impacting choice of entity decisions.
Structuring – in collaboration with chosen tax advisor/accountant – profit distributions and in light of applicable tax laws and regulations, often with the use of special purpose entities.
Due diligence investigation conducted across multiple countries, resulting in denial of multi-million-dollar grant to a not-for-profit organization.
Retention and supervision of private investigators and forensic accounting firms for discovery phase fact-finding in U.S. and foreign litigation matters.