A fractional general counsel is a part time licensed attorney (treated as an independent contractor) who provides on-going legal services to your business at a flat-rate or fixed price structure to help you control risk and give you time to focus on growing your business.

I will assist with the following:

• Contract negotiation and drafting, including leases, licensing agreements, M&A, credit facilities, employment agreements
• Developing corporate policies and related training
• Counseling officers and directors on fiduciary duties Litigation, arbitration and mediations
• Internal Investigations Boards of Directors and shareholder meetings – preparation and participation
• Negotiations
• Risk assessment General legal advice and strategy.

Benefits of a Fractional General Counsel:

• • Custom legal services at an affordable price. 
  • An Attorney who knows and understands business and finance.
  • Ongoing legal advice and review to ensure compliance with various federal, state, and local laws. 
  • Attend dedicated meetings with senior management to discuss strategy that avoids litigation or serve on the Board of Directors to ensure best corporate governance.
  • Discounted legal services for additional work (such as litigation as either a Plaintiff or a Defendant). 
  • Having fractional general counsel allows you to focus more on operations and mission instead of worrying about compliance and legal matters.
  • Timely access to an attorney when needed for answers to pressing questions.
  • With fractional general counsel, you’re taking a proactive approach to risk management rather than a reactive approach.   Regardless of the type or size of your business, a reactive approach to dealing with legal matters and compliance increases risk of future liabilities.  A proactive approach reduces the time and cost of dealing with legal matters.

Building a business is a scalable process with unlimited revenue potential, but it can all expose you to a vast array of legal risk. With that risk in mind, together we will craft an adaptable strategic but simple plan to mitigate your risk and position the company to maximize long-term benefits.

Legal Services for Startups:

• Drafting formation documents
• Certificates of Formation
• Articles of Incorporation
• Negotiating and drafting governance documents and agreements
• Intellectual property assignment agreements
• Vesting schedules
• Voting and founder agreements
• Helping raise capital
• Convertible notes for friends & family and angel investor seed rounds
• Negotiating venture capital term sheets
• Stock purchase and grant agreements
• General business law
• Negotiating and drafting contracts and business agreements
• Consultation on employee issues
• Joint venture opportunities, and more

Partner and Cofounder Relationships – Formations:

• Drafting partnership agreements, LLC agreements and other founder agreements
• Drafting shareholder and stockholder agreements
• Guiding discussions and providing advice to founders and partners about ways to structure their business relationship
• Drafting separation and withdrawal agreements
• Negotiating and enforcing partner/founder rights
• Providing strategic advice about separating from a partnership or other business relationship

Some of the things we talk about upfront with partners and cofounders are:

• • How will you divide up ownership (equity percentage)?
  • Will your equity interests vest over time, so that if one of you leaves before the vesting period is over they won’t keep all their equity?
  • What will each person contribute to the venture (e.g., time, money)? If someone contributes money, will it be a loan or paid-in capital?
  • How will you make day-to-day decisions? Will you each have officer titles and certain roles and responsibilities?
  • How will you make more significant decisions (e.g., borrowing money, admitting new partners, selling the company – the types of things that owners typically decide)? Will this be done by majority vote, super-majority vote (varies between 60%-80% generally) or unanimous vote?
  • Will you draw salaries?
  • How much will you each work? How many hours per week?
  • Will you be able to freely transfer your ownership to a third party?
  • What happens if you disagree on an issue? If two founders each own 50%/50% or any decision requires unanimous vote, there may be deadlocks. What will you do about that?

Raising capital generally derives from a deep understanding of your business, industry, market, and customer as well as what stage of growth your business is in. Many alternatives for raising capital exist and we can guide you along the way and make sure you are protected as you move forward.

Looking to borrow money or raise investment capital?

I can help. Not just by drafting the agreements and complying with securities laws, but by offering experienced counsel and guidance to help your company grow and  obtain the capital needed and manage legal risks. 

• Capital Raising Services
• Closing family & friends’ rounds, angel investments, or venture capital deals
• Drafting, reviewing and negotiating promissory notes, loan agreements and other credit facilities
• Preparing shareholder agreements, operating agreements and other founder documents
• Helping startups comply with securities law when raising capital
• Preparing startups for raising capital, including corporate governance services
• Factoring arrangement documentation
• Managing and responding to lender due diligence requests
• Preparing investor pitch books
• Preparing private placement memorandums
• Crowdfunding advice and consultation
• Forming Hedge, Private Equity, Real Estate and Other Funds
• Early-Stage Angel and Venture Capital Financing
• Raising Startup Capital with Venture Capitalists
• Startup Founders Matters

Crowdfunding (Crowd Investing)

When securities are sold as “private” transactions because they fall under an exemption from federal and state law, Private Placement Memorandums (PPM) are typically used. Other terms for a PPM include offering document or offering memorandum.

The PPM itself is a legal document that is given to prospective investors, disclosing all relevant information related to the investment opportunity. It is not intended to be a persuasive document like a business plan might, but rather its purpose is to lay out all the details regarding the investment, allowing the investor to determine for themselves if they want to move forward.

What Needs to Be Included in a PPM?

When drafting a PPM, you must make sure that everything within the document is accurate. You cannot include any misleading information or make any false statements regarding the investment within the PPM, due to the anti-fraud provisions of the federal securities laws.

Items that should be written into a PPM include:

• Management information
• Information about the company’s history
• The restrictions, rights, and class of securities
• All known risks associated with the investment
• Description of products and services offered by the company
• A detailed account of how the investor’s money will be utilized
• And much more

Experienced investors will most likely expect a detailed Private Placement Memorandum with sufficient disclosures and legal information. In fact, they may look at the thoroughness of the PPM as a sign of the overall professionalism of the business.