BUSINESS LAW

 

Business Planning and Formation for Start-Ups

R | R's start-up experience includes helping entrepreneurial businesses in technology and other industries, whether started with major venture capital financing or founded on a bootstrap budget. We combine our entrepreneurial experience and technical legal skills to help you make the key decisions in the formation of your business, including:

  • Choice of business entity: corporation (Sub Chapter S and C), limited liability company (LLC), general or limited partnership, proprietorship, non-profits, cooperatives, business trusts, and joint ventures international (International & Domestic)
  • Tax attributes: taxable or flow through entity, cash or accrual accounting
  • Capitalization plan: voting and non-voting common stock, convertible preferred stock, warrants and other rights, and rights upon merger or liquidation
  • Corporate governance: relationships among, powers and duties of stockholders, officers and directors
  • Employee rights and obligations: employee contracts, intellectual property contracts, intellectual property rights assignments, non-competition and non-solicitation agreements
  • Compensation plans: stock option plans, restricted stock, bonus and profit - sharing plans
  • Stockholder agreements: insurance-funded buyout arrangements, dispute resolution mechanisms and voting trusts

Our experience allows us to provide founders with a start-up game plan that provides significant flexibility for growth and the inevitable changes in direction that businesses encounter. While some decisions in structuring an entity can be delayed or changed later at modest cost, other decisions could commit the business to a course that cannot be changed without substantial tax and legal and administrative costs. Our seasoned attorneys focus on your practical objectives and operate within your capital reality to help you navigate the process in the most efficient manner.

We also prepare and advise clients with respect to the critical contracts and arrangements necessary to start the business on its path toward growth and success:

  • stockholder agreements
  • employment agreements
  • intellectual property rights assignments
  • non-competition and non-solicitation agreements
  • equity incentive plans

To discuss your particular business start-up strategy, call us at 443-413-5228 to schedule a time to meet with our attorneys.

 

Private Equity

For virtually all entrepreneurs, the most efficient mechanism to procure equity financing under an SEC exemption is through the use of Regulation D (Reg D), which is a limited offer and sale of their company's stock, or securities, without registration under the Federal Securities Act of 1933. Complying with Reg D provides the company's officers and directors with an insurance policy regarding disclosure. R | R attorneys can create all of the following Reg D private placement memorandums:

Rule 504 of Reg D

Rule 504 is considered the optimal choice for entrepreneurs seeking less than $1 million. It is good for those who cannot afford many of the costs associated with the Securities & Exchange Commission (SEC) registration process.

Rule 506 of Reg D

Rule 506 of Reg D allows a company to raise an unlimited amount of capital, as long as the company satisfies the following standards for an exemption under this rule:

  • The company can raise an unlimited amount of capital;
  • The company does not use general solicitation or advertising to market the securities;
  • The sale of the company's securities can be to an unlimited number of accredited investors and select few other purchasers. Unlike Rule 505 of Reg D, all non-accredited investors, either alone or with a purchaser representative, must be "sophisticated". This means that they must have "sufficient" knowledge and "experience" in financial and business matters to make them capable of evaluating the merits and risks of the prospective investment;
  • The company, i.e. the seller of the securities, must be available to answer questions by prospective purchasers;
  • Financial statement requirements as for Rule 505; and
  • Purchasers receive restricted securities, which may not be freely traded in the secondary market after the offering.

To discuss your particular private equity needs, call us at 443-413-5228 to schedule a time to meet with our attorneys.

 

Contracts

A contract is the corner stone of any business relationship. A mutual understanding of obligations promotes healthy business. A poorly crafted contract blurs the mutual understanding of the parties and often causes dire consequences. Our attorneys have over 75 years of combined experience drafting the most simple to the most complex international contracts. We help business clients with their day-to-day operations by reviewing, negotiating, revising, and creating manageable templates for various transactions, including:

  • Purchase sales agreements
  • Distribution and service agreements
  • Agreements to bring in new investors
  • Joint venture agreements
  • Employee, customer, vendor and consulting agreements
  • Software, technology and other intellectual property-related licenses and agreements

We recognize that businesses and business needs can change dynamically in volatile economic cycles and proliferating technology. Some challenges simply do not fit traditional templates. We continuously adapt, developing new strategies and approaches for new products and services, and spotting and removing obstacles.

To discuss your particular contract needs, call us at 443-413-5228 to schedule a time to meet with our attorneys.

 

Technology and Intellectual Property

We help technology companies of all sizes - from large, publicly traded international companies to early-stage companies and start-ups - to create and maintain value and advantage through the development, commercialization, licensing and protection of intellectual property around the world. We represent a wide range of industries and technology verticals, including:

  • Software, e-commerce, telecommunications
  • Medical devices, biotechnology, pharmaceuticals
  • Publishing, new media, interactive gaming
  • Universities and hospitals

Clients often choose us as an alternative to large downtown firms because we provide the experience and quality they seek, coupled with a higher level of responsiveness and senior partner attention on a day-to-day basis.

 

Technology & IP Practice Areas

 

Licensing & Intercompany Arrangements

When companies develop or seek out proprietary technology, there is a need to share and protect in future business. R | R attorneys are exceptionally experienced in documenting and negotiating the complex transactions and contracts related to the development and exploitation of valuable intellectual property assets including cross-border agreements. Our Attorneys have worked extensively in the healthcare and aerospace industries to promote business advances with the assurance that intellectual property is protected.
Our services include:

  • Licenses of patents and other intellectual property
  • Joint venture and technology transfer agreements
  • Software license agreements (both inbound and outbound)
  • Industry/university, industry/hospital and industry/government collaborative research arrangements
  • OEM, VAR, ASP, distributor and sales representative agreements
  • Domestic and international development agreements
  • Manufacturing and supply agreements
  • Participation in standards setting organizations.

For more information, or to discuss your particular licensing or intercompany arrangements, please contact us at 443-413-5228.

 

Trademark & Advertising

A company's mark is its public identity. A Company spends a lot of time and money developing its corporate brand identity and/or product identity. Selecting, acquiring, maintaining and protecting trademarks, service marks and trade names are critical to the success of many businesses, and we help our clients make informed decisions in all phases of their branding and marketing strategy, including:

  • Evaluating and selecting a mark or a family of marks
  • Searching for potential problems with a desired mark and counseling on whether to seek registration
  • Preparing, filing and prosecuting U.S. trademark applications and coordinating international trademark registration
  • Guidance on the proper use, maintenance and protection of a mark
  • Planning and execution of appropriate responses to infringers

Trademark owners trust R| R with the protection of their brands because they know that when trademark or advertising concerns arise that threaten their business - from trademark infringement or dilution to false comparative advertising - our attorneys provide responsive, practical and intelligent problem solving.

For more information, or to discuss your particular trademark needs, please contact us at 443-413-5228.

 

Whether the subject is copyright protection of a software program or a song, publication of an electronic newsletter or a paperback book, or client advice on cutting-edge legislation such as the Digital Millennium Copyright Act or interaction between the Copyright Act and the First Amendment, R | R attorneys are well versed in the intricacies of copyright and publishing law. Our services include:

  • Federal registration of copyrights
  • Drafting and negotiating license agreements for copyrighted works
  • Auditing websites for compliance in a rapidly changing legal environment
  • Advising on copyright fair use and infringement issues
  • Drafting and negotiating publishing contracts
  • Ensuring that our clients' agreements with independent contractors provide for proper rights to the work product.

We will guide you in protecting your copyrighted assets, whether in the form of software or traditional writings, graphic art, sculpture or other expressive media.

For more information, or to discuss your particular copyright, please contact us at 443-413-5228.

 

Commercial Collections

R | R attorneys provide aggressive and effective collection services to commercial clients seeking to enforce contracts for goods and services with delinquent debtors. Our attorneys are well acquainted with state commercial and collection laws, and employ the most effective collection methods available to recover your past due receivables. Our firm can help you with obtaining writs of attachment, temporary protective orders, injunctions and writs of execution, and with enforcing the existing judgments. 

For more information, or to discuss your particular collections issue, please contact us at 443-413-5228.

 

Business Litigation

Lawyers often fail their clients when litigation becomes necessary. Litigation is costly in terms of both time and money. It is a consuming process that distracts companies from conducting business. Having said that, there are times when litigation is unavoidable and necessary. When the situation necessitates, it is essential to have experienced litigators in your corner.

R | R attorneys excel in representing both publicly and privately held corporations, general and limited partnerships, limited liability companies, and other entities and individuals in general business litigation. We have a broad range of experience handling contract, trade secret, intellectual property, securities and business-tort litigation. Clients turn to our firm when a deal or a partnership has soured, when complex arrangements have been disrupted, when intellectual assets or corporate secrets have been misappropriated, or when their interests are otherwise in jeopardy. Stakeholders in privately held corporations and general and limited partnerships also look to us for representation in internal disputes over control, valuation, fiduciary duties, and distribution of assets. They find the firm's aggressive, personal and exacting approach second to none.

For more information, or to discuss your particular litigation needs, please contact us at 443-413-5228.