Paranzino Law
Serving Clients Who Innovate

Sample of Matters Previously Handled for Founders and Significant Shareholders of Start-Up Companies

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