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is your lawyer as forwardthinking as your company?

 

ONE SMALL STEP FOR YOUR BUSINESS.

ONE GIANT LEAP FOR YOUR DREAM.

When you enter into most major transactions that are milestones of your company’s growth, like accepting a loan or investment capital, offering equity compensation to attract and retain talent (i.e. stock options), or entering into contracts with certain suppliers and big customers, two things will happen:

One, you will have to make certain promises in the contracts about the state of your business, like that your business was formed as a legal entity in a given jurisdiction (like a US State such as Delaware) in accordance with that jurisdiction’s laws, and that at the time of this contract the entity is “in good standing” there; and,

Two, the other party in the agreement may want to see documentation to back up such claims. The promises are generally called “representations and warranties” in the contracts, and that process of verifying them and other things about your company is called “due diligence”.

Due diligence is frequently conducted through a “data room” whereby companies put the documents necessary to back up their claims in a secure online storage space and grant access to the appropriate people – the other party and its lawyer(s) and accountant(s).

As your lawyer, I’ll get and then keep your legal ducks in a row for a well-organized, no-surprises due diligence process. We’ll start your Data Room with our own internal due diligence starting Day One of our formal relationship. That will give you 24/7 access to all your company’s legal documents in one super-organized place. When your company gets the opportunity for one of these major transactions, your data room will be ready to make a positive impression on the other party.

My keeping one eye toward the next big step forward for your company doesn’t cost you anything. Better yet, it will keep costs down and distributed evenly over time. (I also offer zero-interest financing to help with that.) It will be my job to ensure all of your company’s actions are compliant with applicable law and organizational documents like your company’s Bylaws or LLC Operating Agreement. The data room will include and showcase the proof and do so in the most effective and attractive way.

Process

Thinking Forward Working Backward

My process is to fully understand what you want your business to be and how you envision getting it there, and then just do the legal work to facilitate that (no more and no less) on the most cost-efficient schedule. In addition to keeping you in compliance with applicable laws, I also keep neat and thorough records that look good to investors and potential business partners (and their advisors). My work includes:

STARTUP/LAUNCH

Incorporations and formations of limited liability companies (LLCs), Bylaws and LLC Operating Agreements

PEOPLE

Privacy Policies, Terms of Service Agreements, Executive compensation arrangements, Stock options and other incentive compensation plans, Human Resources management including Employment and Independent Contractor Agreements, Confidentiality and Invention Assignment Agreements, HR Handbooks, and compliance with laws governing personnel relationships from beginning to end

PROCESSES and PRODUCTS

Corporate governance, Commercial contract negotiations, Supplier/Vendor management, Intellectual property licensing and franchising, Promotional agreements, Sweepstakes and other contests, Data privacy law compliance

FINANCING

Loans and sales of stock, Venture capital financings, SEC and general regulatory compliance, Joint ventures, Capital restructurings, Investor relations

OTHER

Litigation, arbitration, and mediation

prepare for liftoff

It would be my honor to discuss your legal needs. please note that I am not your lawyer until we have agreed to terms and signed a contract stating them. Until then, we do not have an attorney-client relationship.

Please call or email me to discuss your needs generally and see if we have good professional chemistry. Please do not share any confidential information with me until we have an attorney-client relationship.

Sincerely,

Gerad R. Soman, Esq.

+1(305)778-7467

geradsoman@gmail.com

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