New Ventures

In developing legal frameworks for new ventures, we represent global, publicly traded and privately held companies ranging from entrepreneurs, family-owned businesses, individuals, not-for-profit institutions and business organizations across a broad range of industries and in many aspects of start-up and expansion, operations and governance.  We provide legal support in the areas of capital investment, business operations and contracting, governance and strategy tax issues, intellectual property protection, employment and regulatory considerations as well as real estate facilities management.   We establish wholly-owned U.S. subsidiaries of foreign companies extending their operations to the United States and assist American enterprises in extending their horizons globally.

Our transactional support includes:

Business and Enterprise Extension Models

  • New ventures
  • Holding companies
  • Subsidiaries with special purpose(s), including:
    • sales
    • shared services
      • operational captive
      • virtual captive
      • virtual captive transitioning to true captive after BOT “build-operate-transfer” startup
  • Group purchasing organizations
  • “Roll-up” Platform among equals:
    • Consortium of equals
    • Common brand name, targeting geographical collaboration and eventual roll-up exit
  • “Roll-up” Platform orchestrated by management with private equity investors

Stakeholder Collaboration Relationship Models

  • Co-Founders
  • Founders and investors
  • Competitors
    • with different roles, or
    • building a common compliance process and toolkit, or
    • creation of a trade association
  • Sales organization and service delivery organization
  • Domestic and foreign partners
  • Technology licensors and organizations that harness technology for internal or external commercialization
  • Shared services
  • Outsourcing

Funding Models

  • Self-financed
  • Supplier financing
  • Private equity
  • Spin-out of divested business with existing customer base
  • Annuitized cash flow

Ownership, Control and Reward Models

  • 50-50 ownership
  • Majority-minority
  • Redeemable convertible preferred shares
  • Convertible debt
  • Special allocations of profits and losses
  • Guaranteed payments to partners
  • Gain-sharing

Exit Methods

  • Buyout, with or without financing; “key man” insurance
  • Sale to strategic acquirer
  • Drag-along, tag-along rights
  • Merger or reverse merger
  • Spin-off or divestiture