Services
Outside General Counsel
A general counsel’s judgment on an outside engagement. We work with founders, chief executives and boards as part of the leadership team, on a monthly engagement or matter by matter.
Governance and the board
- Board and committee structure, charters and calendars
- Resolutions, written consents and minutes
- Bylaws, operating agreements and amendments
- Officer authority, conflict-of-interest and related-party policies
- Onboarding of new directors and board practices
Transactions and restructuring
- Mergers and acquisitions of closely held companies
- Subsidiary formation, conversions and reorganizations
- Shareholder, member and buy-sell agreements
- Minority-holder and voting-threshold questions
- Management of due diligence and closing checklists
Contracts and operations
- Commercial, vendor and distribution agreements
- Consulting, services and confidentiality agreements
- Review of license and collaboration terms
Employment
- Offer letters and executive agreements
- Handbooks and workplace policies
- Separation agreements and responses to demand letters
- Worker classification
Regulatory coordination
In regulated fields such as medical technology and healthcare, we assemble the regulatory, securities and tax counsel a company needs, keep their work aligned with the business plan, and report to management and the board in plain terms.
Disputes
Early assessment, negotiation, mediation and arbitration. Where litigation is unavoidable, we select and oversee trial counsel.
Engagement
How an engagement begins
Most engagements start with a review of the company’s formation and governing documents, its board records and its open matters. From that review we agree on priorities, a defined scope and a fee structure, all in writing.
Clients have a single point of contact for every legal question. When a matter turns on the law of a state in which we are not admitted, we engage and coordinate counsel admitted there.