ENDEAVORLEGAL lawyers are well recognized for their outstanding work in all aspects of business law. We have a wealth of experience counseling Start-Up, growth-oriented and emerging companies, entrepreneurs, angel and venture capital investors, independent contractors and executives. Our attorneys assist with business planning and organization; equity ownership structuring; contract drafting and negotiation; angel and venture financings; human resources and executive compensation; licensing of artistic creations, technology and other inventions; Internet related concerns; intellectual property protections and transfers; mergers and acquisitions; commercial and residential real estate leasing, purchasing and sale; joint venture arrangements and strategic alliances; matters of dispute and litigation; and estate planning. Our areas of legal practice are listed alphabetically and briefly described in the paragraphs below.
- Business Plan Development
- Choice of Entity
- Commercial Agreements (Contracts)
- Debt Financing
- Formation of the Business Entity
- Entertainment and Media
- Equipment Finance (Leasing and Purchasing)
- Equity Compensation Arrangements
- Equity Financing
- Independent Contractors (Consultants)
- Intellectual Property
Business Plan Development
EL attorneys work with clients preparing detailed business plans prior to the start-up of a business enterprise. Our lawyers pay particular attention to the special needs of each entrepreneur in determining the type of business plan the client needs, including whether the plan is to be used to access start-up capital through equity or debt financing.
Choice of Entity
It is important for an entrepreneur to access legal counsel regarding the selection of business entity type during the business planning phase of the new endeavor. Without proper counsel mistakes are often made which can be difficult to untangle. EL attorneys assist client entrepreneurs in answering such questions as: What type of entity does the law permit my business to be operated as? What kind of tax burden will my business objectives necessitate? Are there ways to minimize these burdens? What level of organizational complexity will be necessary to accomplish my fundraising goals?
Commercial Agreements (Contracts)
In the context of business; however, it is imperative that the terms of every contract are memorialized in writing through clear and concise drafting, fair negotiation and attorney-guided review. This ensures that the written agreement meets the intentions of each party to the contract regarding their respective rights and obligations. Our Boston-based contracts lawyers have a wealth of experience in preparing business contracts for client use in a wide variety of transactions across a broad spectrum of industries. We advocate the best interests of our clients through the entire contracting process, including drafting, review, negotiation, execution, amendment and termination. If a business gives you a contract to sign, it is imperative to have an experienced contracts lawyer explain your rights and obligations under the proposed contract. The person who presented you with the contract for signature had their own best interests in mind when he or she prepared the contract, not yours. Our Boston-based contracts lawyers review and zealously negotiate contracts on behalf of our clients to avoid the creation of oppressive and lopsided terms and unintended obligations. If you are planning to enter into a business relationship or transaction with another person or company, it is critical to discuss the proposed relationship or transaction with an experienced contracts attorney. Our Boston-based contracts lawyers will draft a written agreement detailing each right and obligation of the parties. Clear and concise drafting goes a long way toward minimizing confusion, misunderstandings and costly litigation.
ENDEAVORLEGAL represents the legal interests of corporations from inception including the preparation and filing of the corporate charter with the Secretary of State. EL attorneys work with client executives to prepare required corporate by-laws and shareholder and director resolutions. We develop, hand in hand with our clients, company employment and website policies and standard corporate sale and service contracts. We attend to annual matters of corporate governance and guide clients through each stage of financing the corporation may require ranging from small business loans to venture funding. ENDEAVORLEGAL has a wealth of experience drafting business plans and offering memoranda; assisting in due diligence reviews where required; drafting, reviewing and negotiating financing documents; and attending to all other legal matters required of closing a financing transaction. As the business of the corporation proceeds through each stage of growth, EL lawyers attend to joint venture arrangements, strategic alliances, mergers and acquisitions, business and employment disputes, execution of founders’ exit strategies and other legal matters that arise throughout the life cycle of the corporation
EL represents clients who raise money for working capital or capital expenditures through the selling of bonds and/or notes to investors rather than the issuing equity ownership in the business enterprise. In return for monies lent, individual or institutional investors become creditors of the business and receive a promise of repayment of principal with interest. Financing through debt can be short term or long term; it can be with individuals or institutions; and the terms and provisions of debt financing arrangements range from simple to complex. Some entrepreneurs elect to raise capital for their Start-Up enterprises through convertible debt financing rather than the more traditional equity financing common to angel investor rounds of fund raising.
Formation of the Business Entity
Once the appropriate choice of entity has been made, EL attorneys draft and file the organizational documents to create the business organization with the Secretary of State. We regularly form corporations and limited liability companies in Massachusetts, Delaware and other jurisdictions. Our lawyers prepare customized corporate charters and by-laws, shareholder agreements, voting agreements, investor rights agreements, limited liability company operating agreements and Start-Up financing agreements.
Entertainment and Media
EL attorneys are well versed in commercial agreements, intellectual property, labor and employment, litigation and other legal disciplines as each relate and apply to the entertainment and media industry. The visual arts, radio, television, film, music, publishing, sports and theatre are a number of the activities that make up the entertainment and media industry. Each activity has its own rules, customs and case law which affect routine legal practice, such as contract drafting and negotiation as well as litigation strategy.
Equipment Finance (Leasing and Purchasing)
EL lawyers represent clients in the financing of machinery, vehicles and other equipment in connection with conducting business. In a leasing arrangement, the client avoids the need to invest capital in equipment required to successfully operate the business; the ownership of equipment remains with the financing institution or leasing company while the business enterprise has possession and actual use. Purchasing equipment required to operate the business enterprise is an alternative to leasing with its own advantages and disadvantages. Advantages of ownership include tax incentives and the absence of any obligation to make regular and continuing rental payments to the owner of the equipment; disadvantages include higher initial expense and eventual ownership of out-dated equipment. Our attorneys counsel clients in determining whether to purchase or lease equipment, and we review and negotiate each lease or purchase agreement in the best interest of our clients in each transaction.
Equity Compensation Arrangements
Our attorneys advise clients in the implementation of equity compensation arrangements with owner-operators, employees and consultants. Equity compensation can be beneficial to the client in a number of considerable ways. By issuing equity to an individual who provides services to the business, the venture is relieved of the hardship of depleting the company’s operating account to pay the service provider a greater amount of cash compensation. Saved cash can then be applied to other expenditures required to build the business. Additionally, individuals with equity in a venture have an increased vested interest in the success of the enterprise. We counsel clients in the preparation of a variety of equity compensation arrangements for limited partnerships, limited liability companies and corporations. Corporate plans are often structured to permit the issuance of incentive and non-qualified stock options as well as restricted stock. Our consulting attorneys are available to resolve equity compensation disputes through negotiation, mediation, arbitration and litigation.
Accessing the appropriate type of funding is critical to the success of any business, and each one has its own set of potential advantages and drawbacks. From conception-stage founder “seed” contributions to successive rounds of angel investor and venture capital private placements of equity securities, our experienced business lawyers help clients understand their options and provide counsel in determining which funding methods best fit each client situation. EL attorneys represent privately held companies in a spectrum of financing scenarios. While we dedicate the majority of our equity finance practice to working with companies funded through private placements, EL attorneys also have a breadth of experience working with angel investors and venture funds. We leverage our expertise in this area of the law to aid new businesses with financing arrangements that provide the capital they need while using best efforts to minimize potential risk. EL lawyers review, draft and negotiate agreements to ensure compliance with applicable law and to protect the client against oppressive terms and provisions that open the entrepreneur to unnecessary loss of control or takeover actions.
Independent Contractors (Consultants)
Independent contractors are utilized for many projects and types of work including website, software and other information technology development; marketing; sales; labor; and professional services. EL lawyers prepare carefully-crafted agreements on behalf of our clients to outline and define the relationships between the business enterprise and the independent contractor. The independent contractor agreement establishes each parties’ project objectives and expectations, spells out the terms of payment and each party’s potential liability with regard to the project and more. In the unfortunate event of a dispute, a well drafted independent contractor agreement often helps a mediator, arbitrator or court bring resolution to claims in favor of one party or another.
Intellectual property (IP) can include artistic creations, technology, copyrights, trademarks, inventions and other intangible assets. IP protection can be one of the most important areas of concern for many artists, entrepreneurs and business organizations. Well developed and executed intellectual property protection plans allow clients to establish clear rights to their IP. ENDEAVORLEGAL assists clients in establishing these rights and protecting against misuse of intellectual property through employment, independent contractor and licensing agreements. Careful and precise licensing of intellectual property is essential. EL attorneys provide clients with skilled representation in structuring, drafting, reviewing and negotiating licensing agreements. We also represent clients who wish to sell their rights and transfer them permanently to another party. In the event of a breach of the terms of a licensing agreement, our consulting attorneys fight aggressively to enforce compliance and recover lost revenue resulting from the breach of contract.
ENDEAVORLEGAL possesses the breadth and depth of experience to assist an entrepreneur in addressing the unique issues and challenges facing e-commerce ventures in addition to those faced by more traditional “brick and mortar” business enterprises. In addition to drafting carefully tailored website privacy policies and terms and conditions of use and service, our lawyers assist clients in establishing business and legal priorities and effectively navigate important issues relating to Internet business. Consulting attorney Jerrold G. Neeff possesses significant expertise in the areas of online defamation, other Internet related disputes and in online gaming law and regularly represents clients in these matters.
Joint Venture Arrangements
EL attorneys represent clients in the organization of joint venture arrangements. A joint venture is created when two or more parties partner for a particular economic activity, often for a specified period of time, sharing expertise, expenses, profit and risk. The joint venture agreement plays an important role in the formation and implementation of the joint venture. Such an agreement identifies the rights and obligations of each of the parties to the enterprise. Like all contacts, a carefully crafted joint venture agreement is essential in the navigation and management of the differences and disputes that can arise between the parties.
Labor and Employment
ENDEAVORLEGAL assists clients in drafting of all manner of employment documentation, including employment agreements, equity compensation agreements, non-competition and confidentiality agreements, separation agreements, substance abuse policies, harassment policies, workplace privacy policies and personnel handbooks. In addition, our consulting attorneys handle all manner of employment disputes and litigation. We place a strong emphasis on assisting our clients in recognizing and preventing potential employment problems before such issues result in litigation. To that end, we have established a working relationship with Advantages Consulting, LLC, which offers employer and employee counseling and training in complying with increasingly complex, widely varied employment laws and avoiding, or limiting, costly litigation.
The use of a person’s intellectual property, such as copyrighted material, trademark or an invention, by another party requires a well crafted licensing agreement to obtain permission to legally use the particular IP for a stated or general purpose. EL lawyers work carefully with our clients to prepare clear and concise licensing agreements essential to the enforcement of the rights of the intellectual property owner and the establishment of the permissions of, and restrictions on, the licensing party’s use of the intellectual property.
Limited Liability Company
The limited liability company (LLC) offers the limited liability protections of a corporation along with the flow-through taxation benefits of a partnership. The LLC has quickly gained popularity among entrepreneurs, attorneys, accountants and venture capitalists. Federal income taxation under Sub-chapter K of the Internal Revenue Code provides members of a LLC with a greater amount of flexibility than is available to shareholders of a corporation electing to be taxed under Sub-Chapter S of the Code. In addition, a LLC provides its members with ease of operation and flexibility in ownership which the shareholders of a corporation lack. Our lawyers work closely with clients in determining whether the LLC is the appropriate entity choice for the contemplated business. We organize the limited liability company with the Secretary of State and prepare and draft the enterprise’s limited liability company operating agreement. In some cases, operating agreements need be only relatively short straight-forward contracts between the owners of the LLC identifying each of their rights and obligations. In other instances, the LLC ownership group requires the careful structuring of highly-complex ownership rights and obligations and allocation and distribution of profits and losses.
In the process of running any business, there will inevitably come a time when the company encounters a situation involving a customer, vendor, business partner or unrelated third party that threatens the rights, well-being and/or profitability of the business venture. In some instances, these issues can be resolved amicably; in other cases litigation may be the only course of action to protect the company’s legal rights. Our consulting attorneys are respected litigators with years of experience litigating business disputes having successfully represented clients throughout Massachusetts in business litigation matters in both state and Federal courts. Our consulting attorneys help our clients with a variety of business litigation matters including breach of contract, intellectual property protection, trade secrets, employment and business disputes, alternative dispute resolution, mediation and arbitration.
Loan Transactions (Commercial Lending)
EL lawyers represent clients in the preparation of agreements, negotiate terms and provide counsel in regard to the business aspects of proposed lending transactions. Lenders are concerned with obtaining the necessary security interest in the borrower’s collateral, while borrowers must be assured that the terms of a commercial loan are clear and fair prior to taking on significant debt obligations.
Mergers and Acquisitions
Mergers and acquisitions are complicated endeavors requiring the focused attention of an experienced business lawyer. EL attorneys provide comprehensive merger and acquisition services to promote a smooth transition in ownership and structure ensuring compliance with securities laws and corporate governance matters. Purchases and sales of businesses are regularly accomplished through statutory mergers of business organizations, stock sales and asset purchases. Our attorneys represent purchasers of businesses as well as companies targeted for acquisition, handling every aspect of these transactions from initial proposals to structuring the deal and closing the transaction. In the process of representing client corporations in private placements of securities with venture funds, EL lawyers regularly handle migratory mergers on behalf of clients, moving a corporation’s jurisdiction of organization from the original state to Delaware.
Power of Attorney and Health Care Proxy
EL attorneys regularly prepare power of attorneys for our clients. A power of attorney is a document under which one party, as the principal, grants authority to another, the “attorney-in-fact”, to act on the principal party’s behalf. The scope of a power of attorney can be rather encompassing, providing the attorney-in-fact with general power to act on behalf of the principal in regard to his or her property and finances. In other cases, a Power of Attorney can be quite limited in purpose, for example, in the purchase of a single real estate investment. We also prepare Heath Care Power of Attorneys at the request of our clients. A Health Care Power of Attorney is also commonly referred to as a Durable Power of Attorney for Health Care, Health Care Proxy or Medical Power of Attorney. The Health Care Power of Attorney names someone to make medical decisions on behalf of the principal in the event the principal is unable to make medical decisions for him or herself.
Real Estate (Commercial and Residential)
EL attorneys represent developers, lenders, buyers, sellers and investors in real estate transactions. Our activities include work in connection with the purchase, sale, construction, financing and operation of both commercial and residential projects throughout the United States and Aruba (in conjunction with local counsel). ENDEAVORLEGAL assists clients in leasing arrangements both on behalf of owners and tenants, real estate-secured lending transactions, land-use and other regulatory matters, and real estate disputes and litigation.
ENDEAVORLEGAL regularly advises clients regarding the complexities of Federal securities laws and their application in the offering and sale of any interest in a private business enterprise. In can not be emphasized enough that proper planning and precautions must be made to ensure that the offering and sale of interests in a business organization are conducted within the scope of the law. Failure to adhere to Federal and state rules and regulations can open a business enterprise to investigation and costly law suits.
Although ENDEAVORLEGAL does not maintain a full service taxation practice, our lawyers provide counsel regarding tax planning and compliance for businesses and individual clients. Our attorneys work with clients and their accountants to devise creative, practical solutions that take into account tax and non-tax considerations, including business objectives and accounting rules. One important area of our business practice are the taxation aspects of choice of entity considerations and implementing equity compensation arrangements.
Our consulting attorneys represent clients in matters of tort. Torts are civil wrongs recognized by law as grounds for a lawsuit. Our consulting attorneys represent clients seeking redress from these civil wrongs resulting in injury or harm and which constitute the basis for a claim. While some torts are also crimes punishable with imprisonment, the primary aim of tort law is to provide relief for the damages incurred and deter others from committing the same harms. The injured person may sue for an injunction to prevent the continuation of the torturous conduct or for monetary damages under tort law negligence claims. Among the types of damages the injured party may recover are loss of earnings capacity, pain and suffering, and reasonable medical expenses. These damages include both present and future expected losses. There are numerous specific torts including toxic torts, trespass, assault, battery, negligence, products liability and intentional infliction of emotional distress. Certain matters are handled on an hourly basis, others qualify for representation on a contingency fee basis, but often our consulting attorneys take client cases through a fee arrangement combination of the hourly and contingency fee models.
Wills, Trusts, Estates
EL consulting attorneys’ help clients recognize their estate objectives in light of individual circumstances and values. Our consulting lawyers work with clients to chart a legal course so they can effectively direct and secure the future for themselves, their families and beneficiaries. We counsel individuals and families of various levels of wealth and at nearly every stage of life. Clients have included entrepreneurs, executives, owners of established businesses, retirees and their family members. Often a client’s life circumstances change simply due to the passage of time: the maturation of a child, a retirement or the death of a spouse. Other events, such as marriage, the birth of a child or grandchild, the sale of a business or the receipt of an inheritance may also occur. These circumstances and life events influence how a client’s estate should be distributed and present opportunities to maximize the transfer of wealth and realize financial, familial and charitable objectives.