PremierCounsel LLP attorneys specialize in:

Corporate Finance

Our attorneys are recognized experts in the fields of corporate and securities law, and have extensive experience representing technology, consumer product, financial services and other companies in a broad range of financing transactions, including equity, debt and leasing.

Our experience includes structuring, negotiating and documenting a wide variety of public and private equity and debt transactions, and advising and representing issuers, selling shareholders and investors in equity, equity-linked and related transactions including PIPEs and SEC-registered offerings. Our debt finance practice serves the legal needs of client companies and the lending institutions that provide important sources of capital to companies as they grow. Our debt experience includes bank credit lines (secured, unsecured and guarantied), acquisition financings, inventory and receivables lines of credit, SBA lending and loan syndications and participations. Our attorneys also have extensive experience in a broad range of equipment leasing transactions, representing lenders, borrowers, lessors and lessees.

Corporate Governance and Shareholder Activism

We regularly counsel private and public companies, and their boards of directors, on corporate governance and policy issues. We advise these clients regarding compliance with the Sarbanes-Oxley Act and applicable requirements of the securities regulations, and draft and interpret the provisions of corporate charters, bylaws and policies on a regular basis. We have also developed expertise representing investors that own substantial stakes in public and private companies that wish to participate in the corporate governance of their portfolio companies to maximize the value of their holdings.

Our advice often involves applicable federal and state proxy rules that regulate communications among shareholders, solicitation of proxies and shareholder proposals, as well as rules and regulating transactions that may change the control of a company. Other areas of expertise include implementation and analysis of takeover defenses, and advising on regulations that govern matters such as cumulative voting, procedures for obtaining stockholder lists and inspecting corporate books and records, as well as the conduct of annual and special meetings.

Entrepreneurs and Growth Companies

For start-up or emerging growth companies, we assist with the complex decisions associated with selecting the proper type of operating entity to meet the operational needs and exit strategy of the business. This includes assisting with entity formation and initial capitalization, handling all required regulatory filings, providing tax and business planning, real estate and equipment leasing, and preparing shareholder buy-sell or operating agreements addressing ownership and governance issues as the business develops. We also advise our clients on employment/founder agreements and related employment issues as well as stock option plans and equity incentives. We regularly provide guidance on protecting and licensing technology, trade secrets and other intellectual property, including contracts with vendors, suppliers, resellers, wholesalers and strategic partners. As our client companies mature and grow, the emphasis of our engagement often shifts to Corporate Finance, including angel and Venture Capital and private equity financings and private placements, bridge loans and convertible debt financing, governance issues and the analysis and implementation of acquisitions, corporate partnering and other strategic transactions.

General Counsel Services

We know that not all companies need a full time General Counsel, but most need a trusted advisor knowledgeable about its business to help with legal issues as they arise. Even companies with an in-house legal staff need outside legal assistance. At PremierCounsel, our attorneys have served as General Counsel and in other senior executive roles, and as such, we have faced and already dealt with many of the issues that our clients encounter. Given our first hand experience, we are able to provide superior advice and service over others with less direct experience – one of the reasons we chose PremierCounsel as our brand.

Intellectual Property

We provide a comprehensive set of services to our clients to assist them develop, acquire, commercialize and protect their intellectual property assets, most notably, trademarks, copyrights, patents and trade secrets. An important part of our practice is structuring, negotiating and documenting joint ventures, strategic alliances, as well as cutting edge licensing arrangements, celebrity endorsements, research and development deals, distribution/marketing arrangements, and compliance with the myriad of federal and state regulations affecting intellectual property. We also advise on enforcement and protection against counterfeiting, having dealt with these problems first hand in industry prior to forming PremierCounsel.

Internet and mCommerce

Our founders have held senior executive roles at several successful internet companies, including acting as General Counsel and Executive Vice President to a leading eCommerce retailer – Zappos.com, Inc., so our knowledge of issues affecting internet companies runs deep. We routinely advise on data privacy compliance, website terms and conditions, the Digital Millennium Copyright Act (DMCA), advertising compliance, Federal Trade Commission regulation, and a variety of state specific laws that apply when conducting business on the internet. We also represent cutting edge mCommerce companies seeking to revolutionize the role of mobile devices in our ever changing world. Our deep roots in the Silicon Valley / SOMA ecosystems help us make valuable connections for our social media, financial services, gaming, mobile application and eCommerce clients.

Mergers and Acquisitions

Our attorneys advise private and mid-sized public companies on a full range of merger and acquisition transactions including: mergers, stock and asset purchases, spin-offs, exchange offers, tender offers, proxy contests, going-private transactions, and leveraged buy-outs. Our attorneys have extensive experience negotiating and drafting the appropriate agreements required to address the applicable legal and business issues, navigating and complying with applicable securities law issues, and counseling clients on the complex corporate governance, employment and stockholder relations issues inherent in these transactions.

Restructurings and Insolvency

We have expertise advising a wide variety of stakeholders in restructuring and insolvency cases, including distressed borrowers; senior, junior, and subordinated debt providers; shareholders; directors; trustees; and suppliers to a distressed borrower. We also act for investors looking to buy into a distressed situation at either the debt or equity level. Our team has great experience in all formal insolvency procedures, whether used as part of a work-out or as an exit solution for a distressed corporate.

Securities Law Compliance

Our attorneys are experienced in preparing and handling all aspects of public offerings and other SEC filings for public and private companies. We assist in all areas of compliance with the disclosure requirements of the Securities Act of 1933 and the Securities Exchange Act of 1934, drafting and reviewing registration statements, annual and quarterly reports, proxy statements and shareholder communications, reports on Form 8-K and tender and exchange offers. With the passage of the Sarbanes-Oxley Act of 2002, Congress has expressed its intent to hold public company directors to the highest standards of independence in fulfilling their oversight obligations. We are able to provide experienced, independent legal guidance to audit committees regarding their duties under Sarbanes-Oxley and applicable regulations of the stock exchanges, having been involved from the inside in helping companies become Sarbanes-Oxley compliant.

Stock Plans and Executive Compensation

Our attorneys work closely with the most senior executives of our clients to address the most sensitive issues facing public and private companies both in the deal and non-deal contexts. Management succession, board composition and similar issues are essential to the success of emerging growth businesses and business combinations, and executive compensation arrangements often are the foundation of successful businesses. Our practice continues to evolve as tax rules, securities laws and corporate governance standards relating to executive compensation continue to expand in response to scrutiny in the press and by government leaders.

Taxation

Because tax consequences are inherent in nearly all business undertakings, we provide and coordinate (typically with a client’s accountants) tax advice in structuring business transactions, especially in connection with entity choice and formations (including corporations, limited liability companies and partnerships), mergers and acquisitions, compensation planning (including stock options, restricted stock, RSUs and profits interests) and real estate transactions (including like-kind exchanges).

Venture Capital

Our attorneys have extensive experience representing venture-backed companies and venture capitalists, having participated in transactions in excess of four billion dollars. In addition, having acted as operating executives working within growth companies to raise capital, we have unique expertise of great value to entrepreneurs starting and growing new ventures. Representative services include: formation of companies; advising on equity structures, option plans and founders’ agreements; intellectual property management and protection, and negotiations and documentation with angel and venture capital investors, bridge loans and convertible debt.