Trusted Counsel represents companies through all stages of the corporate life cycle, from inception through monetization of intellectual and other property, to debt/equity financing and ultimately to succession planning and exit.
Our attorneys become deeply knowledgeable about your business, acting more like a member of your management team than “outside counsel.” We provide services in a wide range of corporate and transactional matters that are critical to your company’s strategic growth, ethical governance, promotion and protection of intellectual innovation, development of talent and creation of a corporate organizational structure.
We understand today’s business landscape, and the multitude of legal issues that you, as a private business, may face time and again. Many of these issues are complex and sensitive and require more from your general counsel than just an understanding of the law, but also an understanding of the challenges faced by every businessperson seeking to provide innovative, high-performing services, products and processes across global boundaries.
We are problem solvers, focusing on providing substantive, yet pragmatic advice — not only answering the legal question, but suggesting strategies for implementing the solution in the business environment. This enables you to make business and legal decisions involving a variety of constituencies, from shareholders to board members, with confidence and conviction.
We advise on structuring and implementation, private securities matters, corporate governance and general corporate matters. We handle a broad range of domestic and cross-border transactions, including angel, family office and venture financing, mergers, acquisitions, restructurings and reorganizations, strategic relationships and joint ventures.
We also regularly advise companies and board members on corporate governance issues and fiduciary duties.
Our attorneys understand the stress under which the Board and management operate in today’s difficult regulatory environment, where management and the board’s exposure to scrutiny and liability is steadily increasing.
We advise you on the “best practices” for corporate governance, and provide counseling and guidance to ensure that proper documentation is created and safeguards implemented to protect you, your company, your management, your board and your shareholders. We also work with our business clients to analyze, structure, and implement strategic initiatives for Boards of Directors and Advisory Boards — drawing from our deep legal experience to provide a unique perspective on complex issues.
Sample areas of assistance:
- Incorporation, entity formation, and implementation of key documentation
- Corporate Governance, including board members and management
- LLC operating agreements
- Shareholder agreements and member rights
- Exit strategies, including sale of the company, corporate spin-outs, equity rollovers, reorganization or various combinations of the above
- Operating agreements
- Liquidation & dissolution
- Mergers & acquisitions, including asset and stock M&As
- License agreements, contractor agreements, customer, vendor and supplier agreements
- Regulatory compliance
- General corporate counsel and tax representation to a global aviation software company. This includes the preparation and review of international customer contracts, M&A work regarding the acquisition of strategic targets, corporate governance, multi-layered preferred stock capitalization, incentive plans, licensing and strategic investment as well as revenue-generating agreements
- Counsel to venture-backed Broadway theatre technology company using patent, copyright and trademark-protected vehicle and technology; groundbreaking trade dress protection of entertainment method; corporate governance, multi-layered preferred stock capitalization, incentive plans, licensing and strategic investment and revenue-generating agreements. Create and Implement a Brand Strategy for a New York-based mobile, interactive theatre business. How to extend a brand globally on a budget? Working with a framework in place with the client at representation, identifying through an intellectual property audit, Trusted Counsel pinpointed several elements of the client’s services that were unique and functional. Utilizing trade dress and international treaties, we have successfully obtained trade dress protection (in addition to a variety of trademarks, design and utility patents in various countries and the US) that is in essence, a person standing a street that sees a bus with sideways seating and floor to ceiling glass windows knows that is The Ride. To our knowledge this was the first time human beings have been incorporated into a registered trade dress.
- Structure, Protect and Commercialize a “Blue Ocean” strategy for Global Architecture Firm (top 10 in the World) by creating a separate company that focuses on the creation and protection of intellectual property assets (via patent, copyright and trademark) in the high-end commercial product design and commercial construction industries utilizing third-party licensee partners to commercialize, market and sell various cutting-edge designs globally. Commercialized products from energy saving devices and metropolitan construction elements, to HVAC improvements to beautifully designed interior products. Worldwide IP protections. Contracts with Okamura, Boss Design, Zumtobel, Steelcase, Dow Corning, AllSteel, Hunter Douglas and some 75 other international manufacturers.
- “General Counsel” for US headquarters of business process outsourcing business for the freight industry; corporate structuring, intellectual property strategy and implementation, customer agreements, technology development and all related contractual, privacy and compliance issues; global strategy for UK headquarters
- Governance and Diligence Counsel to chief investment officers of five (5) Memphis based family offices investing and serving on Boards of privately held businesses companies