We assist management with corporate defense planning, strategy, and execution. Effective corporate defense begins with a review of the company’s foundational governance documents to ensure they are structured to benefit both the company and its stockholders. We work annually with our public company clients to prepare for their annual meetings of stockholders and to draft and refine their annual reports.

If the barbarians do appear at the gate, our attorneys advise the Board of Directors on their fiduciary duties and guide management on the most effective defenses against hostile actions. We help companies secure appropriate insurance and indemnity coverage and can recommend trusted professionals for valuation and investment banking services. We also advise on defensive tactics such as stock repurchases, issuer tender offers, stock splits, and strategies for contesting opposing slates in proxy battles.

With years of experience both inside and outside the SEC, our attorneys have weathered cycles of corporate raiders, shareholder activists, contentious board dynamics, and pressure from institutional investors. When necessary, we provide around-the-clock support, working in close coordination with proxy soliciting firms, transfer agents, and other experts to help management protect and advance the company’s strategic interests.

If the barbarians do appear at the gate, our attorneys provide advice as to how best to defend against the attack.

Planning and Strategy

We advise privately held companies on business entity selection and the structuring, negotiation, and preparation of capital formation transactions. These decisions arise at every stage of a private company’s lifecycle—from startup to maturity—and each financing round is critical, with long-term implications for the company’s future direction.

We understand that planning and strategy shape how a transaction is executed. Every client is unique, and we take pride in offering tailored solutions. We are not a “law factory”—our clients neither expect nor receive “cookie-cutter” deals.

Once a company has secured and deployed its initial funding, we continue to work with them to structure and obtain follow-on rounds to support their growth.

Venture Capital and Private Equity Fund Experience

We also assist venture capital and private equity fund clients in structuring investments that balance protective provisions and control with the flexibility needed for investment recipients to thrive. Our counsel includes advising on fund arrangements, non-disclosure agreements, term sheets, stock purchase and investment agreements, warrants, stockholder agreements, and registration rights agreements.