Corporate Advisory in the United States
Corporate counsel for the formation, governance, financing, transactions, and continuing legal needs of businesses operating in the United States.
A few examples of what we can handle
- Advice on the appropriate form and state of organization, including corporations, limited liability companies, partnerships, and other business structures, with consideration of Delaware, Wyoming, Nevada, and other jurisdictions based on the business’s ownership, governance, financing, liability, and operational needs
- Formation filings, organizational documents, bylaws, operating agreements, initial approvals, capitalization, and issuance of ownership interests
- Qualification to conduct business in additional states and review of the corporate requirements associated with operations outside the state of formation
- Shareholder, member, and founder arrangements addressing ownership, voting, control, transfer restrictions, buyouts, deadlock, and exit rights
- Board, shareholder, and member governance, including meetings, written consents, delegated authority, reserved decisions, and approval procedures
- Equity issuances, transfers, repurchases, recapitalizations, options, and other ownership or incentive arrangements
- Investment and financing arrangements, including subscription agreements, stock-purchase agreements, convertible instruments, investor rights, and related corporate and securities-law considerations
- Joint ventures, strategic alliances, minority investments, and other arrangements involving shared ownership or control
- Acquisitions, dispositions, mergers, asset purchases, equity purchases, and related corporate due diligence
- Corporate reorganizations, conversions, recapitalizations, dissolutions, and wind-downs
- Corporate records, annual filings, ownership records, and continuing compliance with applicable organizational and governance requirements
- Ongoing advice concerning corporate authority, conflicts of interest, distributions, major transactions, changes in ownership, and other matters requiring corporate approval
Good governance starts with clear authority.
A company’s legal structure should make clear who owns the business, who may act for it, which decisions require approval, and what happens when the interests of owners, investors, directors, or management diverge. We begin with those questions rather than with filing documents.
From formation onward, governance is expressed through organizational documents, bylaws or operating agreements, capitalization records, board or member approvals, and agreements among owners and investors. These documents should be consistent with one another and with the way the business actually makes decisions.
As the company admits investors, changes ownership, reorganizes, acquires another business, or prepares for an exit, its corporate records and approval process become increasingly important. Clear documentation reduces uncertainty, supports due diligence, and allows transactions to proceed on a sound legal basis.
Corporate decisions deserve a clear legal foundation.
Address ownership, authority, governance, and approval requirements before they complicate investment, transactions, or change.
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