BCLG represents client needs in the following 7 core business transaction areas:

Mergers and Acquisitions

  • Transaction strategy and deal structuring
  • Due diligence review. cleanup and production
  • Asset Sale, Stock Sale, Merger Agreement and related document review and negotiation
  • "Quarterbacking" the transaction - deal tracking, responsibility management and closing the deal


  • Term sheet review and negotiation (for both sellers and VC investors)
  • Financing plan preparation, reviewing company needs and management dilution over a several year horizon
  • Negotiation of all financing documents - purchase agreements, registration rights, voting agreements, ROFR and Co-Sale Agreements
  • Monitoring and tracking state and federal securities law compliance
  • Due diligence review, cleanup and production
  • Introductions, where possible, of companies and investors


  • Choice of entity and capital structuring
  • Setup of option plans and other employee incentive structures
  • Board and shareholder minute book maintenance
  • Delivery of the "Startup Corporate Package" - a complete package at formation of basic corporate agreements

Commercial, Technology & Distribution Transactions

  • Preparing term sheets for joint-ventures, distribution relationships and other commercial alliances
  • Negotiation of various business contracts - distribution, joint-venture, revenue-share, agency and other agreements
  • Drafting and negotiation of a wide variety of software and Internet commercial agreements


  • Negotiation of employment contracts from both company and employee perspectives
  • Review and drafting of proprietary information agreements, consulting agreements and other agency agreements
  • Employee and Contractor Termination counseling

Real Estate

  • Negotiation and review of real property purchase agreements and leases
  • Drafting of tenancy-in-common agreements

Representation of Foreign Companies Expanding Into the U.S.

  • Subsidiary structuring, entity choice and establishment, conducting "flip-up" transactions to change parent company to a U.S. entity if appropriate
  • Review and drafting of alliance agreements, marketing and distribution agreements, sales agreements
  • Setup of basic employment structures/programs and issue spotting for immigration issues and referral to appropriate immigration lawyers
  • Consideration of tax issues, distribution and liability protection issues between parent and its U.S. based subsidiary