The corporate work that keeps a company clean.
Most companies do not need a full-time lawyer. They need one who already knows the cap table, wrote the operating agreement, and can answer in an afternoon.
Corporate work is the largest part of my practice. Some of it is formation, at the point where two or three people decide to build something together and need the ownership written down properly the first time. Some of it is the ongoing work a company stops having time for once it is actually running. And some of it is the harder conversation, when the people who started something together no longer agree about how it should go.
What I handle
- Entity formation in Florida, Delaware, and Wyoming, including choosing the right structure rather than defaulting to one
- Operating agreements, shareholder agreements, and partnership agreements
- Conversions, including LLC to corporation when a company outgrows its original structure
- Corporate governance, bylaws, board and member consents, and share issuance
- Outside general counsel on an ongoing basis
- Corporate maintenance: annual filings, registered agent coordination, EIN and state registrations, and good standing
- Employment, vesting, and management agreements, and employee equity pools
- Vendor and commercial contracts
- Mergers, acquisitions, and ownership transfers
- Recapitalizations, including debt to equity conversions
- Franchise programs, including the disclosure document, franchise agreement, operating manual, and trademark registration
Who this is for
Founders at formation. Companies that have grown past the point where the original paperwork still fits. Partners who need the ownership terms written down before, not after, the disagreement.
Representative work
- Restructured a company’s corporate and tax framework, transferred ownership interests, and established an employee equity pool ahead of an outside investment round.
- Converted an operating company from an LLC to a corporation and prepared the shareholder agreements, bylaws, management contracts, and share issuance documents that followed.
- Built a franchise program for a Florida fast-casual restaurant group, including the franchise disclosure document, the franchise agreement, the operating manual, and federal trademark registration.
- Converted outstanding debt to equity for a technology company and papered the recapitalization.
- Served as outside corporate counsel to a holding company, preparing the operating agreement, obtaining the EIN, and setting up its banking.