In answering the question of what type of law do you practice: “We do deals!” Cherin Law Offices provides a complete range of legal services from start-up to exit, and everything in-between.
At the start of every company, decisions need to be made as to what type of entity and what state or country to form in. We assist with this decision process, based on the proposed growth path, exit strategy and, taking into account, cost effectiveness.
- Corporations, non-profits and LLC’s formed in Pennsylvania, as well as other states and countries
- Determined to form subsidiary entities for investment purposes
- Formed special purpose entities for specific projects
- Converted limited liability companies into corporations
Subscription and Licensing
After forming an entity, it is critical to secure the rights to use all the needed assets and secure the services and intellectual property rights from those involved in developing the business. We put in place the appropriate subscriptions or license agreements to secure the needed assets to develop the business, as well as secure the services and rights needed to move forward.
- Subscriptions from founders to secure start-up funds and ownership of ideas
- Licensing from Universities of intellectual property
- Transfer of ownership in spin-outs and other subsidiaries
- Development of multiple classes of ownership to divide ownership based on tax and differing contributions
For many start-ups, additional capital is needed to grow and expand. We guide our clients through all forms of capital raising including friend and family, angel or angel groups, and venture capital. We represent both individual investors, angel, and venture capital groups, as well as the start-up.
- Start-up raised $200,000 convertible debt for energy-related technology
- Individual investor invested $500,000 in convertible debt and converted in follow up private equity offering for e-commerce company
- Long-term client raised $2M + venture capital investment for ramp up of business development and staffing
- Private Equity group raised capital to be invested in multiple early and growth opportunities ($5M +)
Stock Options and other Equity Compensation
For many companies, there is not enough cash to pay compensation at levels to attract and keep founders and employees or consultants engaged. In such cases, options and other equity compensation arrangements are needed. We assist in developing plans and arrangements to maximize incentives and tax benefits.
Stock option and restricted stock plans
- Phantom stock plans
- Profit-Interests for Limited Liability Companies
- Special arrangements for consultants
Building a successful business is great. Preserving that business and its value is even better. We have assisted business owners and advisors on planning and executing succession plans to preserve the value of the business to the owners and to ensure the continuation of the business in capable hands.
- Assisted client in transfer of ownership of advertising agency
- Assisted client acquire an interest in an architectural firm
- Assisted a business owner with transfer of ownership over time to younger business executive
- Assisted a family with a stock recapitalization to preserve value to older generation and transfer of growth potential to younger generation running the business
Mergers & Acquisitions
For each business, there comes a time when the best answer is a sale to reap the rewards from what has been built. Steve has assisted both existing clients and newly referred clients and advisors with both acquisitions and sales ranging from a few hundred thousand dollars to significant eight-figure deals. This work includes assistance from the letter of intent (“No deal gets better after the letter of intent”), through due diligence, solving problems identified in due diligence, to closing and then dealing with post-closing disputes. Particular focus includes structuring earn-outs, escrows, indemnifications and similar post-closing consideration.
- Counsel to investment bankers and private equity clients
- Sale of medical office to associate ($300,000)
- Sale of Adverting/PR firm ($1.5M)
- Sale of retail business and associated real estate ($1.8M)
- Sale of Software company to foreign buyer ($8M)
- Structured and closed Sale of Engineering Company to foreign buyer ($20M)
- Assisted sale of regional fracking company to industry buyer ($60M)
The pricing of an acquisition needs to be understood by the buyer and the seller based on the structure and the tax implications. Working with accountants and other tax advisors, we help identify the best structure for the overall best tax result.
- Restructured sale of engineering company as a stock sale, to improve after tax gains to selling shareholders
- Assisted with analysis of elections to allow buyer stepped up basis for company assets in stock purchases
- At letter of intent, adjusted allocation of consideration for favorable treatment to seller
- Secured long-term capital gain for executive on exit by restructuring equity compensation in earlier years as restricted stock
Liquidations and Reorganizations
Not all businesses succeed. We work toward the orderly liquidation of businesses that cannot continue, whether working with bankruptcy counsel or others to maximize value to the creditors and equity holders.
- After major customer breached, structured a special purpose entity to pursue claim, while company went into bankruptcy ($.91/$1.00 paid to unsecured creditors and funders of special purpose entity richly rewarded)
- Assisting company pursue patent claims with special purpose entity
- Assisted long-term client cash out minority shareholders, when no exit was on horizon
- Assisted university on wind-down of failed start-up
Employment and Consulting Agreements
For each employer and those working for the businesses, having a contract for employment or consulting is necessary and beneficial. For the company, it is important to secure the rights to protect the developments and the business interests. For the employee or consultant, it is important to establish expectations and rights.
We assist employers with the decision as to who falls into the category of employee and who fits into the category of consulting and then documenting the relationship. When the relationship ends, we assist with proper documentation and resolving any disputes.
- Developed consulting and employment agreements for ease of use.
- Created employment contract for a new executive with equity compensation and special rights.
- Assisted executive with new contract during VC funding, with restricted stock replacing options to improve tax results
- Assisted professionals with employment contracts with “buy-in” rights
Contracts, Licensing, Leasing and Expansions
Additional building blocks for successful business development may include licensing additional technology or li, leasing space and/or expansion of the business. We help businesses with a variety of situations that develop.
- Review of NDAs, subcontracts, and other third party agreements
- Licensing of technology and technology development agreements
- Created joint-venture to pursue related opportunity with a third party
- Review of agreements for accelerators, incubators, and other business development opportunities
When there are disputes, we assist with trying to resolve matters before litigation and, if that doesn’t solve the dispute, we help coordinate with the litigation counsel.
- Negotiated settlement with minority shareholder
- Recommended litigation counsel for client denied payment
- Coordinated with litigation counsel when settlement discussion failed
- Conferred with litigation counsel to determine whether failure by supplier gave right to cause of action
As businesses develop and evolve, periodically the owners need to review and focus on strategic direction and execution. We work with the business owners and other advisors on developing the strategic plan and the legal work needed for the execution.
- Joint-venture to pursue business opportunity with additional equity to executives for additional challenges
- Buy-out proposals for minority and dissatisfied shareholders
- Establishing contractual relations to solve regulatory issues
- Multiple classes for equity developed for different risk profiles and contributions
All businesses face a variety of opportunities and problems that need input from trusted advisors. We work with our clients (and others in the community) to offer guidance on opportunities and help with obstacles, including coordinating with other counsel or advisors, both locally, nationally or internationally.
- Identified litigation, employment, bankruptcy counsel
- Coordinated with bankruptcy and litigation counsel
- Identified foreign counsel for formation of subsidiary and off-shore issues
- Referred to personal injury counsel after founder involved in accident
Cherin Law Offices is a member of Select Counsel, an exclusive network of independent attorneys.