We have extensive experience structuring and organizing legal entities ranging from start-up companies to multi-national joint ventures. We also have represented businesses around the world in complex financings, mergers and acquisitions, reorganizations, and management buyouts.
A Full Range of Legal Entity Services
As your outside general counsel, we provide a full range of legal entity services, including:
- Entity formation, maintenance and compliance
- Partnership, shareholder and LLC operating agreements
- Executive compensation agreements
- Equity incentive plans
- Assistance with director/manager and shareholder/partner/member meetings
- Business contracts, such as employment, independent contractor and consulting agreements, leases, real estate purchase contracts, contracts with customers and vendors, website privacy policies and terms of use and manufacturing, license and distribution agreements, among others
We offer our clients many of these services on a flat- or fixed-fee basis so that start-up companies can appropriately budget for their legal services. We also assist with other start-up issues, such as making introductions for banking relationships, financial modeling, business plans, and marketing. Our contacts often provide valuable synergy and opportunity for both our start-up and more established clients.
Debt, Equity and Hybrid Financing
We have extensive experience in all facets of debt, equity and hybrid financing, going well beyond the simple ability to draft documents reflecting an existing term sheet. We strive to understand the economic realities of your business in order to develop the most favorable term sheet from the start. We have represented issuers and investors in both large and small private and public equity offerings, workouts, convertible financings, and debt financings.
We have closed offerings valued at over $3 billion, representing numerous private and public companies, venture capital and private equity firms, family offices and bulge bracket investment banking firms in connection with:
- Fund formations
- Regulation D offerings of corporate stock, partnership interests, LLC interests and various debt instruments
- Initial and secondary public offerings of common and preferred stock
- Tax-exempt bond offerings
- Secured and unsecured debt offerings
Our debt offering experience includes: instruments with fixed and variable interest rates; guaranties; complex security provisions; and tender and remarketing features. We also advise clients on securities law and stock exchange compliance matters, including compliance with the Sarbanes-Oxley Act, the Dodd Frank Act, the Investment Company Act, the Investment Advisers Act, and rules of the New York Stock Exchange and Nasdaq Stock Market.
SH&B is the International Network of Boutique Law Firms’ expert in these areas for the State of Colorado.
Mergers and Acquisitions
Mergers and acquisitions have an additional layer of distinct challenges and complexities to address or overcome—often requiring creative thinking to get the deal done. Three important factors help drive successful results for our clients: our specialized legal expertise in M&A; a practical business perspective; and years of experience working on deals of every size.
We represent buyers or sellers of businesses, in domestic or cross-border transactions, assisting at every step in both small and high-value deals, including:
- Understanding the business aspects of both entities, including obligations and liabilities
- Determining the best deal structure
- Identifying potential problems and strategies for their solution
- Implementing due diligence
- Assessing risk and tax consequences
- Negotiating favorable terms
- Handling closing actions
We also handle related areas such as:
- Corporate governance
- Officer and director fiduciary duties
- Minority shareholder rights
- Employment and non-compete agreements
- Earn-outs and other types of deferred payments
- Collateralized debt obligations
- Securities issues affecting stock transfers
Contact Frank J Schuchat