Practice Areas

Corporate Transactional & Litigation Services

Corporate Transactional & Litigation Services

Our corporate and transactional services range from the most basic incorporation and LLC formation to more complex transactions.  Our team of experienced attorneys has handled significant technology licensing and is capable in the field of tech transfers.  TechLaw also handles the typical needs of high tech and biotech start-ups with private offerings, angel financing and venture capital deal.

TechLaw’s services include:

Corporate Formation
  • LLC and corporate formations in all states
  • Registered agent service
  • Annual renewals
  • Stock certificate issuance
  • Shareholder communications
  • Annual meeting documentation
  • Dissolution, conversion, merger, almagamation
Early Corporate Agreements
  • Shareholder agreements
  • Buy-Sell agreements
  • Bylaws, articles of incorporation amendments
  • Preferred stock issuances
  • Founders agreements
  • Employment agreements
Investment and Fundraising Services
  • Private Placement Memorandum
  • Stock purchase agreements
  • Subscription agreements
  • Business plan review
  • Stock sale preparation, due diligence and pre-fundraising documentation
Incorporation

Incorporation is an important issue to the new business, as well as any business.  However, the subject is not the most important.  Incorporation is probably the most misunderstood. The area of corporate organizations tends to be filled with myth.  I would like to give an overview of incorporation that I hope to resolve the myths, and help you determine whether and when to incorporate, how to incorporate and where to incorporate. A “corporation” is the creation of a legal entity that exists separate from its owners.  Early corporations were “joint stock companies” that were used by merchants to raise money to find new trade routes, bring spices and products to Europe from the Orient, and to undertake other risky ventures. There were, and still are, two key purposes in forming a corporation: 1.) joint ownership; and 2.) limited liability.  If you were a single merchant trying to find a better source for rare spices, you would have a tremendous investment.  The odds of success were slim, but the payoff for success was massive.  But, only a few people would have the wealth to single-handedly undertake the risk of losing that much of their money.  Thus, the corporation allowed an owner to share ownership with other investors.  Before the introduction of corporations, an investor could share ownership with others, but it would have taken the form of a partnership.  A partnership is a form of organization where two or more people get together to share ownership of an enterprise.  Partnerships can take any number of forms, and equity (ownership) can be divided up in any number of ways.  However, partnership law had one major draw back: all partners were jointly and severally liable for the activities of the organization and for some of the activities of the other partners.  Personal liability was a problem for any enterprise; but it was a particular problem when an investor faced liability for the activities of someone else.  In other words, historically a merchant would be personally liable for the activities of his business, but if he knew his business and he ran his business, then he could control his risks to some extent.  In modern days, the same is still true.  A sole proprietor faces personal liability for the activities of the business, but at least the business owner is in control of those risks to some extent.

Intellectual Property Litigation

TechLaw’s litigation practice consists of finding ways to resolve disputes at the earliest possible moment even before formal action is initiated.  If it becomes necessary to file a complaint or defend against an action, we pride ourselves on building the strongest case possible while being mindful of the associated expense.  We often associate with other firms in order to keep the costs reasonable and to assemble the best possible talent for a particular matter.  With decades of litigation experience, TechLaw offers high quality and efficient litigation service.