Business Law

Business Start-ups & Entity Formation

JGPC lawyers are committed to providing prompt, practical advice and cost-effective solutions to help our start-up clients achieve their business goals. We have assisted thousands of business start ups over the years.

We assist business start ups with all aspects of the law, including pre-formation planning, business plan review, tax planning, choice of entity analysis, intellectual property protection, entity formation, creation of a capital structure, equipment financing and leasing, raising capital, federal and state securities compliance, executive compensation structuring, buy-sell agreements, service and purchase contracts, as well as with the creation of business forms and contracts for day-to-day business operations.

Our lawyers provide advice and services to resolve all issues faced by start-ups.

Our lawyers also assist with the formation of non-profit entities and federal and state tax exemption applications for non-profit entities.

Business Contracts & Transactions

JGPC Lawyers have a broad range of expertise involving business contracts & transactions. Our attorneys have experience in handling business contracts, transactions, and planning matters for businesses ranging from sole proprietorships to large international companies.

JGPC attorneys are experts in dealing with internet companies, software development companies, high-tech businesses, information technology companies, leasing companies, financial service organizations, franchises, manufacturing companies, and a broad range of brick & mortar businesses on matters involving:

Hardware issues we can help you with include:

Development agreements
Distribution agreements
Value-added reseller agreements
OEM agreements
Equipment loan agreements
Financing agreements
Semiconductor technology licensing agreements
Volume purchase agreements

Software issues we can help you with include:

Inbound and outbound licenses
Click wrap agreements
Shrink wrap agreements
Development agreements
Strategic Partnership agreements
Distributor agreements
Evaluation (beta) agreements
Software escrow agreements

Internet issues we can help you with include:

Development agreements
Hosting agreements
ASP agreements
Co-branding agreements
Cross-linking agreements
Advertising agreements
Web content licensing agreements
Online store fulfillment agreements
Co-location agreements
Roaming agreements
Strategic partner agreements

Software licensing issues we can help you with include:

Source code licenses
Object code licenses
Software beta test sites
Software site licenses
Right-to-use licenses
Bundling arrangements
End-user licenses
Click-through licenses
Joint venture strategic licenses
OEM licensing
University licensing
Prototype development licensing
Joint development licensing
Software development and licensing
Derivative works
Sub-license rights
Protection of source code
Allocation of joint rights and cross-licenses
Maintenance and support items relating to software licenses

Development agreement issues we can help you with include:

R&D for experimental technology
Prototype development
Software development
Semiconductor technology
Joint developments
Joint venture technology transfers
Collaborative research arrangements
Outsourcing agreements
Collaborative development agreements
Advice & preparation of documents

Business contract issues we can help you with include:

Stock redemption plans and executive exit strategies
Licensing agreements
Distributor agreements and the structuring of distribution systems
Real property purchase and leasing agreements & negotiations
Corporate and LLC operations & governance
Entity counseling and formation, including partnerships, corporations,
and LLCs
Buy-sell agreements and other owner protection agreements
Reorganizing capital structures, including creation of multiple classes of stock & membership interests, warrants and options and convertible debt instruments
Mergers, reorganizations and acquisitions
Private placements
Asset and stock sales
Venture capital and angel financing
Debt financing

Business Litigation, Arbitration, and Mediation

JGPC’s experienced litigators handle complex as well as straightforward civil cases from the initial negotiations through resolution. Our litigators advise clients on dispute avoidance and early-resolution strategies, leveraging their legal experience as mediators and arbitrators and the use of alternative dispute resolution (ADR) to resolve cases quickly and successfully in a cost-effective manner.

When litigation can not be avoided, our litigators have the background and experience to handle a complex case through trial and appeal against big law firms but without the big firm rates. Our clients get the best of both worlds; highly-experienced lawyers, each with over 20 years of experience, able to handle complex cases at a fraction of the cost of a big firm.

Our lawyers rely on sophisticated and cost-effective technology to assist us in managing and presenting cases. As a result, our litigators are able to save clients time and money while providing superior service.

Business Sales, Mergers, and Acquisitions

JGPC has attorneys with experience and expertise in handling all forms of business sales, mergers & acquisitions.

Our business transaction lawyers understand that the client’s purchase, sale, merger or acquisition is the client’s transaction, and that our client needs attorneys who will work with them in consummating the deal. Working with our client means that we clearly understand the role that we are being asked to play in the transaction and that we cooperatively with our client in closing the deal. We understand that it is our client’s business objectives that must be met, not ours.

We have expertise and experience in providing all legal services required by businesses, including:

Legal services proveded for business buyers include:

Assistance in assessing target’s rights to its intellectual property including its software, trademarks, and service marks
Review and analysis of target’s material contracts including major consulting or project contracts, software licenses, development and distribution agreements, real estate and personal property leases, employment agreements, nondisclosure and non solicitation agreements, loan agreements and other financial arrangements, insurance policies, general distribution arrangements, joint ventures, and option agreements
Other due diligence items such as assessment of existing employee benefit plans, litigation, title to certain assets, business licenses, environmental compliance, and related party transactions
Analysis of possible shareholder appraisal rights and possible successor product line liability, as well as other potential liabilities imposed by law such as bulk sales laws, federal withholding taxes, sales taxes, and unemployment insurance
Assistance in negotiating the definitive agreement including the details of the representations and warranties, the allocation of risks between the buyer and the seller, provisions addressing employee benefit plans and other personnel matters, indemnification arrangements and limitations on liability, details of exchange ratios, “earn-out” arrangements, demand or piggyback securities registration rights, conditions relating to needed financing, and other closing conditions
Documenting related corporate matters, such as approvals by the Board of Directors and shareholders, and advice as to any required fairness opinions and Securities and Exchange Commission (SEC) filings;
Preparing for and conducting the closing of the transaction
Follow up with regard to post-closing matters, such as filing appropriate forms with governmental agencies, employee terminations, filings with the state of incorporation of the seller and buyer (as appropriate), and filing of documentation documenting changes in title to assets
Handling post-closing disputes

Legal services provided for business sellers include:

Pre-transaction planning and preparation, including determining objectives and priorities
Initial contact and preliminary negotiations
Examining and choosing among structural alternatives including asset acquisitions, stock acquisitions, share exchanges, mergers, forward and reverse triangular mergers, debt financing, installment sales, and the availability of pooling of interest accounting
Analysis of state and federal income tax implications including whether the transaction will be taxable
Advice as to federal and state securities issues including whether or not exemptions from the registration requirements of applicable federal and state securities laws are available, Rule 144, Rule 145, the short swing profits rules, the prohibition on insider trading, and the timing of stock sales in “pooling of interest” transactions
Determining transaction timelines
Negotiation of appropriate letters of intent and related confidentiality agreements, including protection of the seller’s trade secrets, “no-shop” or “lockup” clauses, and “fiduciary out” clauses
Assistance in determining the timing and content of public announcements regarding the transaction
Review of the corporate documentation of both parties, the authorization and issuance of outstanding shares, prior compliance with applicable securities laws, preemptive rights and related matters

Services provided for business sales, mergers, and acquisitions include:

Asset purchases & sales
Stock purchases & sales and tax deferred stock swaps
Mergers, joint ventures, spin-offs, split-offs and roll-ups
Reorganizations and restructuring
Leveraged buy-outs, purchases and sales of minority and controlling stock positions, and shareholder rights plans

For help involving issues related to business law please contact:

Contact JGPC Law Today