Our Expertise

Corporate Governance

• Articles of Incorporation (C and S Corporations)
• Articles of Organization (LLCs)
• Bylaws and charters
• Shareholder/Buy-Sell Agreements
• Operating Agreements
• Minute Books
• Redemption Agreements
• Voting Agreements
• Dissolutions
• Board governance

Mergers and Acquisitions

• Stock Purchase Agreements
• Membership Interest Purchase Agreements
• Asset Purchase Agreements
• Joint ventures
• Mergers

General Corporate / General Counsel Services

Over 20 years’ experience as a General Counsel and/or Chief Legal Officer and Secretary of public and private domestic and international companies including the following areas:

Corporate Compliance

• Record Retention Systems and Policies
• Contract Management Systems and Policies
• Disclosure Committee Formation and Management
• Corporate Governance and Compliance training and policies including insider trading, corporate disclosure, whistleblowing, FCPA, and antitrust.
• FCPA Programs and Training

Data Privacy & Cybersecurity

• Data privacy and cybersecurity IT compliance programs (including the development of policies, SOP’s, standards, procedures, and applicable regulatory requirements)
• Data privacy and security awareness training programs

Non-Profits and Foundations

• Board governance, policies and procedures for foundations, charities and tax-exempt entities
• Cause marketing agreements
• Business plans and funding models
• State commercial coventurer registrations for donation approvals

International

• Extensive and deep experience in the Asian market
• Transfer Pricing Agreements
• Formation of equity joint ventures representative offices, and worldwide subsidiaries

Real Estate

Leasing and construction build agreements

Intellectual Property

• Intellectual property management and mining programs to generate royalties from intellectual property portfolios
• IP licensing agreements
• Patent committees that decide patentability and focus of patent disclosures
• Negotiating and providing business and legal support services for joint development opportunities, consortiums, and other development strategies and tools to optimally position the company in both the current and planned market space
• Trademark programs, policies, and corporate communication programs related to trademarks and trade dress

Employment

• Employment, severance, and consulting agreements
• Employee policy handbooks and training materials for employees
• Internal company investigations
• Employee terminations and RIFs
• Recruiting processes
• Top-grading plans
• Corporate recognition and reward programs

Operations & Procurement

• Strategic supplier programs
• Business Continuity Planning (BCP) and Disaster Recovery (DR) strategies.
• Vendor quality (VQR) and vendor delivery (VDR) rating systems.
• JIT/Kan-Ban graduated materials pull planning systems
• Supplier Management Programs
• Strategic corporate procurement and supply agreements, blanket purchase orders, distributor franchise agreements, RFPs, consigned inventory arrangements and agreements, and supplier hubbing arrangements and plans.

Direct Sales & Compliance

• Policies and procedures (P&P’s) for both MLM and party plan companies
• Creation of a compliance department
• Compliance reporting process to handle issues related to IBO’s
• Standard contracts and guidelines for IBO leaders
• Processes for unauthorized product sales on E-Bay, AliBaba, and Amazon
• SOPs for all promotions and product giveaways
• Field relations board ("FRB") policies

Finance & Accounting

• Financial and strategic planning
• P&L management
• Credit agreements and lines of credit