Serving Clients Who Innovate — Technology, Life Sciences & FinTech Counsel
Does Paranzino Law have the experience to handle the challenging aspects of my matter?
Browse the sampling of typical matters below to evaluate the depth and breadth of what we have previously handled, or use the selector on the right to save your wrist and jump directly to your particular situation.
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 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 and 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
Founder Representations
- 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
Board Director, VC, Lawyer, Advisor & Professional 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
Learn about the experience that made these outcomes possible, or reach out to discuss your situation.