Forming a new business often represents the first step in an entrepreneur’s pursuit of a unique idea, product, service and/or business model, and is often the first significant milestones in giving life to such venture. It is therefore imperative for the long-term success of the business that the proper structure for its operations is put in place at the initial stages of the enterprise, so that its principals can focus their time and effort in realizing the business’ full potential, rather than deal with the legal pitfalls that may otherwise arise as a result of poor planning and structuring at the outset. 

Bar Law PLC therefore assists our clients to establish and register the most proper structure for each of business venture – whether as a Partnership, Limited Liability Company (“LLC”), Professional Limited Liability Company (“PLLC”), Corporation (“Inc”), and/or Professional Corporation (“PC”). We further help our clients obtain the appropriate business licenses, register Employer Identification Numbers (“EIN”) with the Internal Revenue Service, and make corresponding S-Corp/C-Corp elections.  We also help our clients draft corresponding governance agreements, such as operating agreements, corporate bylaws, shareholder agreements, partnership agreements and key commercial agreements.  

When transacting with customers, service providers, venture partners or any other third-party, enterprises regularly enter into variety of agreements in the normal course of business. Each such agreement identifies the exchange between the parties, the nature of the relationship, and other mutually agreed upon terms and conditions. At Bar Law, we support our clients in the negotiations, drafting and implementation of their contractual relationships with third-parties, and enable our clients to confidentially enter into and successfully manage such relationships in furtherance of our clients’ commercial objectives.

At various stages of a business’ existence as a going-concern, opportunities to realize the full potential of the business may present themselves in the form of an offer to acquire, sell to, or merge with another entity. There are however many factors that contribute to the success of a merger & acquisition transaction, and to the continued success of the surviving entity. These may include contractual warranties and representations, post-transaction obligations of the respective parties, payments and earn-outs, integration and transition of assets, business licenses, key personnel and business relationships from the seller to the buyer, and many more transaction-specific considerations. At Bar Law, we accompany our clients at every stage of a M&A transaction – from initial discussions and NDA’s, to due diligence, letters of intent, negotiations and execution of definitive agreements – and contribute to their successful completion, thereby enabling our clients’ achievement of their commercial objectives through such M&A transactions. 

Sometimes the best path forward to maximize a business’ full potential requires the injection of additional capital into the business. However, not all capital is created equal. In weighing the best source of capital for their business, entrepreneurs are faced with many consequential decisions that may not only affect the finances and future path of the business, but may also change the make-up of its stakeholders and their respective influence and interest in the enterprise. For example, businesses may opt for non-dilutive debt capital, or instead choose to finance their commercial objectives by raising funds through the sale of equity (i.e. dilutive shares). Each path carries inherent advantages and disadvantages, and accordingly necessitates professional advice to assist the respective board of directors and management teams in their decision-making process. 

At Bar Law, we assist our clients in assessing and securing debt and/or equity financing for the future growth of their business from the most appropriate source under their respective circumstances. This usually entails the facilitation of discussions with potential lenders and/or investors – often under mutually agreed upon non-disclosure agreements (“NDA”) – the negotiation and execution of definitive agreements, the resolutions of related corporate governance issues, and taking any and all other acts necessary in furtherance of our clients’ objectives in pursuing growth capital.

Our experienced business lawyers also assist our investor clients – individuals, private equity, venture capital and other investment funds – to negotiate and execute both direct and secondary investment transactions. Such investment transactions typically involve and require legal opinion and advice on NDA’s, Letters of Intent, legal due diligence, negotiating and finalizing definitive agreements, and post-transaction portfolio management and corporate governance. 

Maintaining corporate structures and good governance often requires.