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
Financings
- 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
Corporate
- 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
Employment
- 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