Business Law

As entrepreneurs ourselves, at Freed Law LLC we understand start-up clients’ unique mentality, and the need for practical, timely and cost-effective advice. As a small, service-oriented firm, we are able to take the time to learn about and understand your business, and will ensure that you choose the best type of entity, taking into account your business model, desired ownership structure, jurisdictional and tax issues, and liability concerns. We prepare and file the documents needed to organize a corporation, partnership, or limited liability company, including organizational documents such as:

• Certificate of Incorporation or Articles of Association
• Certificate of Formation or Organization
• Partnership Agreement
• Operating (LLC) Agreement
• Corporate By-laws

In connection with business entity formation, we also advise our clients on ownership issues, including initial stock issuances and subscriptions, the implementation of equity-based incentive schemes, and restrictions on transfer. We prepare the documents necessary to effect equity investments and to govern the relationship among business owners, including:

• Voting Agreements
• Investor Rights Agreements
• Registration Rights Agreements
• Charter or operating agreement provisions governing the economic and other rights of various classes of stock or unit
• Subscription and stockholder buy-sell and cross-purchase agreements

Having represented numerous private and public entities in various industries and stages of development, coupled with in-house counsel experience, we have a thorough understanding of, and take a practical approach to, corporate governance matters, including the following:

• Officer and director duties and liabilities
• Risk oversight and management
• Board and committee structure and operations
• Governance documents such as charters, bylaws, and codes of conduct
• Compliance programs and protocol
• Effective audit functions and Sarbanes-Oxley compliance
• Creation of corporate divisions and subsidiaries
• Severance arrangements
• Executive compensation and indemnification

Whether your company already has outside financing or is seeking to borrow or raise capital for the first time, you can rely on Freed Law LLC to guide you through the process and negotiate the most favorable terms. We will help you identify and evaluate potential investors or lenders, and organize and update your business files in preparation for third parties’ due diligence reviews.

Equity: We have substantial experience in angel and venture-financing, as well as later-stage private placements and can help you protect your existing ownership stake while extracting the maximum value from an equity issuance. We will work with you to prepare your private placement memorandum and will make the necessary filings to ensure compliance with Regulation D and Federal and state securities laws.

Debt: If debt financing suits your business’s needs, we will assist you in evaluating your options and identifying an appropriate type of facility, whether a term, demand or revolving credit facility, including private non-bank loans. We have negotiated millions of dollars worth of secured and unsecured loans, including asset-based lending transactions such as borrowing-base working capital facilities and factoring facilities. Count on us to prepare or review documentation ranging from term sheets to security agreements to credit agreements.

No matter the size or type of enterprise, commercial contracts are a mainstay of all businesses, setting forth the rights and obligations of your organization and the entities or individuals with which you interact. We can generate custom forms and templates, draft and advise on transaction-specific agreements, or review your current contracting practices to manage risk and increase your operation’s efficiency. Whether you retain us to manage a discrete project or completely outsource your contracting function to us on a short- or long-term basis, our firm will free up your important internal resources so that you can focus your efforts on strategy and growth. Among the types of contracts that we’re experienced in are the following:

• Vendor agreements
• Distributor, representative and reseller agreements (including licensing)
• Customer contracts, including terms and conditions governing credit, sales and licensing
• Real estate leases
• Third party collaboration, joint venture, teaming, and confidentiality agreements

Freed Law LLC is standing by to assist you with any of the dozens of legal-related operational matters that inevitably arise while operating a business. Though clichéd, it is indisputable that getting sound legal advice early in a process can prevent or mitigate potentially large and expensive or intractable issues down the road. As an example, a simple measure such as having an employee sign an assignment of intellectual property agreement can avoid tremendously costly disputes, or even the failure of a company sale transaction, years later. Among the many crucial issues that we can advise on are the following:

• Protection of intellectual property
• Executive and other employment contracts
• Consultant and independent contractor arrangements
• Personnel invention assignment, non-competition, and confidentiality agreements
• Assorted other employment issues such as employee handbooks and hiring and firing guidance (e.g., separation and release arrangements)
• Equity compensation schemes and awards
• The preparation and implementation of company policies, including the following:
  • Data Security
  • Web Site Privacy
  • Document Retention
  • Revenue Recognition

From personal experience, we recognize that there comes a time when many family businesses need to plan for and execute an intergenerational or other family transfer of ownership or management. We are sensitive and attuned to the personal dynamics and impacts of such decisions, and will work with you to achieve a smooth and efficient transition, by ensuring value preservation and legal compliance. Our estate-planning expertise allows us to coordinate this business and succession planning with an owners’ estate plan, for maximum tax efficiency in light of income, estate, and gift tax laws.   Mergers & Acquisitions When it comes time to monetize your “sweat equity” and sell your company or exit an investment, you can rely on us to extract the maximum value from your enterprise and efficiently negotiate and close the transaction, taking a pragmatic approach. Our cradle-to-grave service commitment means that we will be by your side every step of the way, from helping you prepare and organize your organizational and operational files for optimal due diligence, to negotiating an airtight term sheet, to preparing the acquisition documentation and regulatory filings necessary to close your transaction. We have closed billions of dollars of M&A and restructuring transactions of all sizes and across myriad industries, in forms ranging from asset transfers, to leveraged buyouts, to recapitalizations, and will guide you around the process’s many pitfalls. We bring this same skill set to bear on the “buy-side,” if you aim to grow your business through strategic acquisition or investment.

When it comes time to monetize your “sweat equity” and sell your company or exit an investment, you can rely on us to extract the maximum value from your enterprise and efficiently negotiate and close the transaction, taking a pragmatic approach. Our cradle-to-grave service commitment means that we will be by your side every step of the way, from helping you prepare and organize your organizational and operational files for optimal due diligence, to negotiating an airtight term sheet, to preparing the acquisition documentation and regulatory filings necessary to close your transaction. We have closed billions of dollars of M&A and restructuring transactions of all sizes and across myriad industries, in forms ranging from asset transfers, to leveraged buyouts, to recapitalizations, and will guide you around the process’s many pitfalls. We bring this same skill set to bear on the “buy-side,” if you aim to grow your business through strategic acquisition or investment.