SERVICES

Formation

This is where it all starts – decisions here can make or break a business and always affect the founders’ ability to control and profit from their venture in the future. Let us help you build the right foundation.

Form of Entity – We can recommend the best form of entity for your business based on the types of potential liabilities you may incur, the type of intellectual property you may develop and other property you may hold, tax considerations, your growth model, your exit strategy, the relationship of founders and the location of your operations. We can then help you prepare and file the paperwork needed to incorporate, organize, or register your company. Founder Issues – When a company has multiple founders, disputes between those founders can make or break the business. Our philosophy is to align the founders’ expectations at the outset, memorialize those expectations, and protect the company in case the founders’ relationship sours. Among others, we help resolve issues related to ownership, control, the transfer and vesting of founder stock, and a founders’ exit from the business.

Basic Intellectual Property Protection – We are experts in drafting and negotiating documents to make sure that our clients secure and maintain ownership of their intellectual property. This work includes contracts with shareholders, employees, contractors, advisors, customers, vendors, and co-venturers. We stick to our core strengths, and refer patent, trademark and copyright matters to other lawyers in our trusted network.

Equity Incentive Plans – We provide advice for attracting and incentivizing team members with equity in your business. After we decide on the best structure for your incentive equity plan, we draft all of the documentation for your plan and help you with all aspect of the plan’s implementation.

Operations

Once you’ve set your foundation, we can help you address the legal issues that speckle the day-to-day operation of your business with your partners, employees, vendors and customers. Our goal is to find the right balance between minimizing legal risk, preserving your strategic business goals, and staying within budget.

Website Terms and Policies – If you run any significant part of your business through your website, you need terms of service to stay protected. And if your website collects any information from visitors, you also need a privacy policy. We are experienced in efficiently producing terms of service and privacy policies that are tailored to clients’ specific businesses and as condense and comprehensible as possible.

Contract Drafting and Negotiation – We take a practical approach, based on the client’s needs and constraints, rather lawyering for the sake of lawyering. Our clients are in the driver’s seat. We always advise them on serious risks, but if they tell us that they aren’t concerned about some terms, we don’t waste time trying to negotiate them.

Licensing – Companies with valuable intellectual property may opt to license products to other entities better positioned to exploit the marketplace. Likewise, many companies may want to license various forms of intellectual property to augment their business. We take the same pragmatic approach to licenses as we do to other contracts, and have the experience to recognize the appropriate terms for the marketplace.

General Corporate Maintenance – Nearly all forms of entity require maintenance in order to maintain their limited liability attributes. We provide services to maintain the existence of our clients’ entities, helping to maintain their limited liability status and reducing the legal work needed when they want to complete a financing or sell their business.

General employment issues – Howell Legal helps with general employment issues, including many of the day-to-day issues that most clients have to deal with. This includes hiring, agreements to protect proprietary information and inventions, equity sharing arrangements, and terminations.

Growth

When your business needs outside funding to scale its operations, we can advise you on the best financing vehicle for your company, draft and negotiate all of the necessary documentation, and manage the signing and closing process. We have experience advising clients through bridge financings (like convertible notes and SAFEs), equity financings, traditional debt financing, and other creative forms of financing. Financings are some of the most critical events in a company’s history, so we strive to take the long view on these deals. We always fight for our clients’ interests, but we do so in a constructive way that focuses on critical issues and making sure that a deal gets done.

Early-stage, private company, equity financing – When a company has insufficient cash flow or assets to obtain traditional debt financing, it may opt to sell equity to fund its operations. We have been negotiating equity financings since 1999. These arrangements have included simple common stock offerings, nuanced preferred stock financings and initial public offerings (IPOs) – although we now refer IPOs to other experts in our personal referral networks. We generally strive to provide market-appropriate terms, even if the investors are not demanding them at the outset (think friends and family), so the company is poised for growth rather than the harsh realities associated with a down-round. We also leverage the project management skills that we honed at bigger firms to ensure that closings are smooth and that the overall experience is seamless for both you and your investors.

Bridge financing – At their inception, many companies not only lack the assets or revenue needed to obtain sufficient traditional debt financing, but they also can’t afford the expenses involved in an equity financing. We are experienced in structuring, drafting and negotiating a number of lower-cost financing options like founder notes, convertible notes, and Simple Agreements for Future Equity (SAFEs), that are designed as interim financing vehicles.

Small fund formation – Many business people look to form “funds” with several investors to obtain capital to fund various projects. As with Equity Financing, our attorneys have been engaged in the formation of funds as small as $1,000,000 and as large as $1,000,000,000. Our current work with funds is focused on the single purpose entity raising capital for a specific project – we refer the bigger funds to other experts in our personal referral networks.

Traditional debt-based financing – If a company or its founders have sufficient cash flow or assets, the company may opt to preserve equity and fund operational expenses with debt financing. Our staff has negotiated debt financing arrangements for clients across the spectrum, from small businesses and to large-cap public companies.

Creative Funding Models – Lately, we have seen a real surge in different models which are neither traditional debt nor equity – such as the revenue-based models. We work with our clients to make sure that these models are appropriate for their business, as we have found that there seems to be no “one size fits all” as with traditional debt or equity financing.

Acquisitions – Some companies increase revenues and attempt to grow by acquiring other businesses. Our staff has handled acquisitions as small as $150,000 and as large as $500,000,000.

Exit

Once you have decided to consolidate or capitalize on all of your hard work, Howell Legal can help with structuring arrangements running the spectrum from mergers and acquisitions to business succession planning. We work with you from the beginning to plan your businesses exit.

Mergers and acquisitions – We have extensive experience in a wide range of acquisitions. We have represented small and mid-size private companies in their acquisitions by strategic buyers and private equity funds, as well as in their acquisitions of other businesses.

Business succession planning – There are many reasons that a business-owner may not wish to sell his or her business, but succession decisions are still important. There are many reasons to avoid sale, including weak market conditions or the desire to pass the business on to specific family members or high-ranking employees. Howell Legal addresses these issues with every client by planning in the beginning. This gives business owners peace of mind that transition will be as seamless as possible, and in the best interests of all owners and their heirs.

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