Business Life Cycle
Howell Legal knows business, and its approach to providing legal services to businesses. We strive to solve legal issues in a cost-effective, practical manner, or prevent them from even occurring. Howell Legal recognizes that every business is different, but based on its experience in working with companies in all stages of development, from technology entrepreneurs, to family-owned and publicly traded manufacturing businesses, to agricultural businesses, to charitable organizations, to investment professionals and to banking institutions, the employees of the firm have found that most clients’ issues fall into the following four areas. Depending on the client, some of these areas may overlap, and irrespective of the client, decisions made in one area will impact the ability to make decisions and succeed in the others. So, Howell Legal’s philosophy is to provide services in a manner that is cost-effective by reason of knowing the clients’ businesses. Howell Legal is responsive to all of its clients’ needs, and strives to get to know the business of its clients. This is done through alternative billing arrangements, including value-based fee arrangements, and adoption of cost-saving technologies.
- Form of Entity – Deciding the appropriate entity to house your business, which is driven by tax, growth model, exit strategy, type of business and assets held, relationship of the founders and location of operations.
- Founder Issues – Although Howell Legal typically represents the entity, it recognizes that the founders make the entity. As such, the long term success of the business depends on defining the relationship between the founders. This means figuring out what can go wrong between the founders, and creating a framework so the business can move forward, as seamlessly as possible, when it does. This includes traditional buy/sell provisions as well as vesting provisions more suited to a technology start-up.
- Basic Intellectual Property Protection – Howell Legal does not provide services relating to obtaining patents, copyrights, and trademarks. It refers those matters to other legal professionals focused on such matters. However, we are expert in negotiating documents to make sure that our clients take ownership to, and maintain ownership of, their intellectual property. This includes contracts with shareholders, employees, contractors, advisors, clients, vendors, co-venturers and otherwise.
- Equity Incentive Plans – Howell Legal drafts, negotiates and structures equity incentive plans for its clients, irrespective of the form of entity.
- Contract negotiation – Surviving in today’s business and legal environment requires more than a mere handshake. However, in order to save capital up front, many companies will attempt to negotiate their own contracts – they do not always see the value in legal services. Howell Legal’s approach to contract negotiation is to get the job done in a way that both protects the clients and keeps legal fees to a minimum. We take a practical approach based on the client’s needs rather than focusing on issues which will not impact the business relationship.
- Licensing – Companies with valuable intellectual property may opt to license products to other entities better positioned to exploit the marketplace. Likewise, many companies may desire to license various forms of intellectual property to augment their business capital. Howell Legal has been engaged in many licensing matters relating to software and other intellectual property. We approach licenses in the same manner as other contracts – striving for terms that are both protective and fair given the applicable marketplace.
- General Corporate Maintenance – Nearly all forms of entity require maintenance in order to maintain their limited liability attributes. Howell Legal provides services to maintain the entity existence of its clients, thus helping to maintain their limited liability status and reducing the legal work needed when and if a large transaction involving the company (including debt financing, equity financing, mergers and acquisitions, etc.) occurs.
- General employment issues – Every company with employees has employment issues, ranging from the simple to the complicated. 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 trade secrets, new intellectual property and good will, equity sharing arrangements, and terminations. If there is a significant legal issue relating to employment or termination of an employee, Howell Legal may refer the matter outside the firm, to one of the trusted experts with whom it has developed a working relationship.
- Early-stage, private company, equity financing – When a company has insufficient cash flow or assets to obtain sufficient traditional debt financing, it may opt to sell equity (i.e. shares of stock) to fund its operations. Ted Howell has been negotiating equity financing arrangements for over 15 years. These arrangements have included simple common stock issuances, convertible notes, warrants, SIMPLE financings, preferred stock financings and initial public offerings (IPOs). While Howell Legal will refer IPOs out to larger firms (based on Ted’s trusted network), it can and does regularly handle most other forms of equity financing.
- Small fund formation – Many business people look to form “funds” with numerous investors as a means of obtaining capital to fund various projects. As with Equity Financing, Ted has been engaged in the formation of funds as small as $1,000,000 and as large as $1,000,000,000. These funds were formed for many reasons, including the creation of venture capital funds and single-purpose funds to fund a specific project, such as a real estate development project. Howell Legal regularly closes on the formation of smaller, targetted funds used for financing specific projects. More recently, Ted has been engaged in the creation of an EB-5 fund.
- Traditional debt-based financing – Once a company has sufficient cash flow or assets, it may opt to preserve equity and fund operational expenses with debt financing. Ted Howell has negotiated debt financing arrangements as small as $100,000 and as large as $500,000,000.
- Acquisitions – Some companies increase revenues and attempt to grow by acquiring other businesses. Ted Howell has handled acquisitions as small as $150,000 and as large as $34,000,000. Nonetheless, the firm’s sweet spot is in smaller acquisitions, anywhere from $500,000 to $10,000,000.
- Mergers and acquisitions – The owners of many smaller businesses look to “exit” or “cash out” by means of a merger or acquisition. As referenced under “Growth,” Howell Legal can be an integral asset in negotiating the sale of the business, and is particularly well-positioned for transactions ranging from $500,000 to $10,000,000.
- Business succession planning – There are many reasons that a business-owner may not wish to sell his or her business, but succession is still important. This can range from a poor marketplace for the sale of the business, to a desire to pass the business on to family members or high ranking employees, to protection of “partners” in the business to ensure that business partners aren’t “stuck” with families of deceased partners and those families are appropriately compensated. Furthermore, irrespective of the “exit” plans, the marketplace and other circumstances may dictate otherwise. Howell Legal addresses these issues with every client by planning in the beginning. This gives certainty to the business owners that transition will be as seamless as possible, and in the best interests of all owners and their heirs.
- No public offerings – As mentioned earlier, although Ted Howell has worked on several public offerings, Howell Legal does not provide services relating to public offerings or SEC reporting requirements. It chooses to focus on other aspects of business and refer those matters to other, larger firms that engage in such work on a day-to-day basis.