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Representation of one start-up founder in deadlock situation between two equal shareholder founders
Form LLC, draft LLC operating agreement, assign IP, implement employment agreements, devise strategy, negotiate sale of company to acquirer, new employment agreements for founders
Strategy for founders to acquire their insolvent company's IP assets and obtain releases from investors to establish new entity
Represent CEO facing Board of Directors mutiny in company lobby
Review and advise on terms of proposed agreement and plan of merger
Represent founders in sale of start-up to large public company, negotiation of post-acquisition employment agreements and further equity vesting terms
Advise founder in personal capacity on legal retainer agreement proposed by law firm to incorporate and represent new company to be formed
Strategic advice to founder resisting bridge loan imposed upon start-up by existing investors/board members
Advise late-joining founder on shareholders' agreement, restricted stock purchase agreement and cap table
Strategy and representation to enforce "good reason" payout to founder post-acquisition
Counsel co-founder in discussions to alter relative founder ownership stakes
Represent multiple founders against venture investor who dominated independent director to control board of directors
Represent executive/co-owner in dispute with family member co-owners
Counsel to LLC owner facing attempt by other owners to cancel/forfeit LLC units
Strategy and counsel to founder amidst disagreement with other founders on terms to sell company
Organize and form LLC and draft LLC Operating Agreement requiring strategic considerations
Guidance in developing personally-owned IP under the law for use in future start-up while fully employed elsewhere
Revise proposed founders' agreement prepared by future company legal counsel to protect one founder's personal interests
Negotiate offer language to optimize enforceability of employer payout guarantee
Counsel on structure and establishment of consulting firm
Represent founder where company disregarded founder's right in shareholders' agreement to withhold consent to a corporate transaction
Negotiate dissolution of LLC among founders
Strategize on and preemptively negotiate to forestall acquirer actions impairing selling shareholders' future earn-out
Counsel regarding using SAFE (Simple Agreement for Future Equity) form of seed financing agreement versus convertible note
EXECUTIVE representations
Start-up refuses to honor executive’s stock option acceleration language upon acquisition
Negotiate for and draft language of equity vesting acceleration upon a change in control
Induce severance offer from employer without jeopardizing continued employment
Determine post-transaction value, terms and rights of existing securities after merger in de-SPAC transaction
Advise on the differing risks and rewards for executives in the employment and equity terms in private equity-backed companies from those in venture capital-backed entities
Advise executive on employer's misstatement of offer letter vesting terms in subsequently-issued stock option grant
Conceive and execute litigation strategy to recover denied payout of accelerated stock option vesting upon acquisition
Guide executive's exercise of "good reason" rights against major software company
Represent recruited executive terminated shortly after hiring due to change in employer business direction
Negotiate "stay" package for executive from employer seeking to retain their services through completion of sensitive transaction
Advise CEO candidate on employment offer made contingent upon closing of funding
Analysis of synthetic profit-sharing vehicle in form of an LLC
Review and advise shareholder on private sale of illiquid vested equity to a third party
Comprehensive strategic counseling to optimize all aspects of voluntary exit from one company to join another in same industry sector in midst of funding and acquisition activities
Guide subsidiary CEO through contested acquisition transaction of parent company
Resolve bonus claw-back obligation through negotiation of consulting arrangement
Advise former CEO on compensation arrangement for successfully liquidating company IP during liquidation
Counsel senior executive facing internal investigation
Compel top software company to admonish CEO of an acquired company not to disparage their former executive
Defend consultant against client corporation's claim for reimbursement for use of third-party services after alleged termination of consulting relationship
Advise executive on delayed issuance of stock option grant resulting in higher exercise price
Analysis of amendments to change in control and severance plan
Guidance and counsel during negotiation of retention package
Evaluate partial tender offer for private company shares
Analysis of synthetic LLC performance unit schema tied to value of future liquidity event
Represent CEO regarding payment of deferred salary accrual in closely-held company
Obtain special performance triggers for incoming executive to accelerate equity ownership schedule
Evaluate consideration offered to executive for shares in merger and recapitalization transaction, under Delaware GCL 262 (minority shareholder appraisal rights)
Resolve employment separation dispute by conversion of executive to consulting arrangement
Representation of key executives in acquisition where existing equity interests would be substantially washed-out
Defense of executive accused of expressing inappropriate anger toward co-workers
Review change in control agreement offered to executive prior to possible acquisition
Advise founder in dispute with other founders
Representation during complex acquisition transaction
Advice and counsel on terms of offer to finance executive's exercise of stock options
Represent executive terminated shortly after hired under false pretenses (employer failure to disclose revolving door/impossible situation)
Guidance through acquisition to document and establish triggering of "good reason" protections post-closing
Coordinate with executive's new employer to address non-compete claims of former employer
Represent executive in discussions for new employment terms post-private equity acquisition
Advise on appropriate financial protections for relocation of recruited executive
Counsel to senior executive on protections to seek before accepting role as "change agent" in entrenched corporate culture
Consulting agreement for conversion to CEO employment contract upon achievement of funding
Obtain extension of time to exercise vested options post-termination of employment
Review proposed changes to change in control severance benefits
Evaluate and negotiate demands of potential acquirer for executives to re-vest already vested equity
Review and counsel to executive selling shares via Sharespost
Negotiate and revise employment separation agreement and release
Defense of executive in attempt by employer to repurchase LLC Units upon termination of employment
Review and advise on change in control severance agreement (retention plan)
Executive placed on performance improvement plan (PIP) in advance of scheduled IPO
Representation of executive terminated after entry of definitive acquisition agreement but before transaction closing (for purpose of reducing payout owed by private equity (PE) owner)
Resolve post-employment commission dispute arising from ambiguous commission plan
Represent executive accepting position as a result of grossly exaggerated company condition and prospects
Negotiate indemnification agreement for board member
Advise executive on how to negotiate and obtain post-acquisition employment terms from potential acquirer before acquisition transaction is concluded
Represent executive in company attempt to substitute inferior stock option (7-figures less valuable) several hours before closing its sale to acquirer
Detailed analysis regarding substantive differences in proposed entity grant terms from international entity versus standard California start-up terms
Analysis and negotiation of double-trigger RSU vesting in non-public company employment situation
Defend executive accused of disparagement of former employer, its products, services and executives in violation of separation agreement terms
Guide executive having concerns over undisclosed defects in products and services sold to governments
Review and revise advisory board member agreement
Obtain separation package for technologist being intentionally underutilized (to force resignation)
Review Notice to Executive of Ratification of Defective Corporate Acts (Stock Option Issuances) under Delaware GCL 204
Defend executive accused on pretext of "taking confidential information home" to conduct employer's business in evenings
Analyze potential value of equity grants under various liquidity event outcomes
Evaluate partial tender offer for private company shares
Structure executive compensation for private-equity roll-up project
Negotiation of contractor agreement for researcher with incubator licensing university medical technology
Pursue severance for "change agent" recruited and quickly let go
Defend allegations of breach of confidentiality of former employer's proprietary information
Counsel executive navigating post-merger corporate environment
Advise executive retaliated against for reporting illegal conduct of company leader
Proposal and negotiation of effective anti-dilution protection mechanism for senior executive
Guidance to executive under scrutiny for e-mail communications with colleague
Analysis of rights under put/call agreement for restricted LLC units of employer
Contest and reverse "for Cause" termination claimed by employer
Advise and represent executive who witnessed alleged felonious conduct committed by fellow executive
Negotiated one of first employment dispute settlements denominated in Bitcoin
Remove employer barriers imposed to delay/prevent private stock sale by executive
Directly negotiate for consultant a double-digit percentage equity stake
Advice to director of public watchdog group regarding board dissension
Represent key executives in negotiating post-acquisition employment agreements and equity packages
Representation of executive accused of contacting former employer's customers post-termination
Renegotiate settlement agreement previously entered by client before being represented by counsel
Advise client on employment terms in connection with their secondment to Netherlands
Represented board chairman in claim of compensation for bankruptcy post-petition services rendered
Counsel regarding protections to obtain from new employer regarding existing non-compete with former employer
Evaluation of expatriate employment package
Review and advise physician on medical practice group agreement
Evaluation of settlement agreement payable in employer's cryptocurrency tokens vesting over time
Counsel on risks involved in virtual share plan
Address employer attempt to evade requirements of California WARN Act
Advice to executive subject to enforceable non-compete outside California
Extensive counseling and strategy for CEO of international company acquired by private equity (PE) firm
Guidance on triggering "good reason" protections based on changing working conditions
Review employer's substitution of revised stock option agreement
Advise and represent CEO candidate for international subsidiary of U.S. company
Post-resignation representation of executive seeking enhancement of severance (don't ever resign before calling an attorney!)
Represent executive terminated after winding-down consulting practice to join client full time
Advise on employment compensation and terms for after completion of spin-out transaction
Advice on particular risks inherent in joining longstanding, closely-held private entities operating without meaningful independent oversight
Represent executive terminated shortly after required cross-country relocation
Represent professional in separation from professional firm where Covid-19 safety policies were in controversy
Represent scapegoated public utility executive in separation negotiations
Represent senior executive regarding delay in payment of triggered transaction bonus
Guide executive in obtaining employment transition and consulting agreement and severance pay, avoiding resignation
Evaluate strength and advisability of potential Whistleblower claim under federal law
Contest imposition of Performance Improvement Plan (PIP)
Guidance to and representation of executive officer terminated after dispute with CEO and board members over product efficacy
Address failure of start-up to issue stock options in a timely manner, to detriment of executive
START-UP COMPANY representations
Gary Paranzino and Paranzino Law have performed general counsel services for numerous start-up companies, professionalizing their corporate relationships, legal agreements and forms, and resulting in acquisitions by prominent companies including Amazon, Microsoft, GrubHub, IGN, LendingTree, GSI Commerce, Idealab, Pandora, WebLoyalty and others.
Formalize start-up business by drafting White Label and API agreement templates for e-commerce software provider, leading to acquisition by industry titan within 6 months
Defend FinTech firm from cease and desist letter relating to new hire
Negotiated settlement of unpaid invoices due to SaaS provider from nearly insolvent entertainment company for more than 95% of the 7-figure amount owed
Draft user agreement for online commerce facilitator
Resolve ownership dispute over IP between entities post-breakdown of joint activities
Negotiate advertising services agreement
Draft bespoke product development agreement for search technology start-up
Negotiate and draft commercial licensing agreements for computer hardware manufacturer (software licenses, marketing agreements)
Retrieve company proprietary information and materials from intermediary unsuccessfully pursuing funding
Draft end-user security policy for e-commerce company
Secure IP rights by drafting technology assignment agreement with former executive as part of separation terms
Revise SMS API agreement for mobile marketing messaging
Content distribution agreement
Consultancy agreement with European entity
Merchant any payment processing agreements
Review offshore software development agreement
Draft first Product Development Agreement for newly formed company with major data publisher
Draft online marketing trade association bylaws
Strategy for negotiating personal services agreement and comprehensive resolution of outstanding claims
Represent online gaming company in software license termination dispute
Draft marketing services agreement
Asset purchase agreement
Negotiate deferral of payment of contractor invoices until after funding
Review and negotiate changes to commercial agreement for individual client's media company employer on an emergency basis
Draft affiliate program agreement
Reversal of inappropriately short high-pressure deadlines for consideration of separation/severance offers
Advise on executive terminations, negotiate and draft separation documents
Resolution of dispute with sanctioning authority to reinstate its imprimatur on interactive gaming site
Negotiate application solution provider agreement and escrow terms for licensee start-up
Draft privacy policy
Acquire domain name from speculator owner
Employer refusal to issue contractually-agreed stock options
Strategy and representation in connection with attempt by IP licensor to prevent exercise of licensee's option to acquire it
Draft reseller agreement
BOARD DIRECTOR, VC, LAWYER, ADVISOR, PROFESSIONAL & PROFESSIONAL FIRM representations
Advise VC General Partner voluntarily withdrawing from VC firm while it raised a new fund
Advice to venture professional on negotiation of carried interest formula and related terms
Represent board member where board meetings were intentionally scheduled inconveniently to minimize their likely participation
Advise lawyer on law firm partnership agreement
Review and advise on venture capital fund limited partner agreement
Represent an executive producer of early A-list drama series distributed exclusively online
Negotiate complex matters relating to post-exit venture firm carried interest
Review and counsel investor regarding Series A term sheet for potential investment
Strategy for individual partner where partnership was being acquired and purchase consideration was partially deferred as individually-structured earn-outs
Counsel to lawyer negotiating employment as start-up General Counsel
Represent renown IT law firm in billing disputes with start-up clients over millions in attorney billings
Guide VC transition to venture partner
Structure and counsel on advisory relationship with venture firm
Advice on entrepreneur-in-residence (EIR) relationship with VC firm
Secure indemnification and provision of legal representation for advisor to start-up during litigation of dispute
Advise on terms and indemnification protection when joining start-up board as director
Negotiate terms of consulting agreement between expert witness and law firm handling litigation
Advise NY law firm on matters of California law and customary Silicon Valley legal and business practices
Negotiate joint representation agreement between former employer and employee in litigation
Represent securities industry licensed professional on retaliatory FINRA U5 amendment filed by former employer
Review and counsel on LLC manager agreement
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© Gary A. Paranzino 2023
Founders and Owners
Executives and Employees
Start-Up Companies
VCs, Lawyers, Contractors, Board Members, and Other Professionals