We advise and assist clients in determining the best choice of entity form (at formation or possibly through a later conversion or change in form), the right equity ownership for founders, key employees and other service providers, the optimal capital structure (including different classes of equity and debt) and related governing (voting and board membership) rights with which to pursue outside financing, and the tax implications of operating as a corporation or limited liability company, doing business through multiple entities, granting employee and service provider equity incentives, and structuring debt or equity financings from angel financings to seed rounds to “Series A” and beyond.
Many private companies operate as limited liability companies, or C or S corporations, or have a multiple-entity structure. We advise and assist clients in considering alternative entity structures that might expedite a financing or sale and provide a more tax efficient result for the founders and other owners. We frequently help companies convert from one form of entity to another, or from one state of formation to another, as well as assist with spin-offs of separate businesses or formations of new business divisions. We work closely with the client’s accountants in assessing and making recommendations regarding the company’s business, legal and tax form. We also assist with restructurings of outstanding debt or equity holdings when these might complicate a financing or sale transaction.
We frequently work with clients to find the right deal team members if their current advisers are not experienced in a potential transaction. We work closely with other law firms, accountants, investment bankers and other professionals, particularly around Virginia, West Virginia, North Carolina, South Carolina, and beyond. We prefer to work with a client’s regular advisers, and leave the ultimate decision regarding new deal team members up to the company and its management.
We are especially experienced working as lead legal counsel in a financing or sale transaction and pride ourselves on working well with other lawyers (in-house and outside counsel), the client’s accountants, investment bankers and other advisers. We know the value and contribution of each of these professionals, and we know what we are good at, and what we are not. We are team players and value and respect the advice of other professionals.
We focus on being trusted counsel to a company’s founders, CEO or other decision makers. We are careful to recognize that the company and different stakeholders may have different interests, and adhere to all ethical rules in jointly representing companies and certain of their constituents. We believe that it is critical to provide the ultimate decision maker, whether the founder, CEO, a controlling investor, and the company’s board, with comprehensive advice around the business and personal implications of a transaction. Ultimately, the company’s decision makers are tasked with planning and executing a transaction with various and often conflicting interests in mind. We commit to offering our experience and practical solutions to addressing competing goals and achieving a fair result for the company, its owners, investors, employees and other stakeholders, as well as the community in which the company operates.
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