Culhane Meadows provides legal advice and services in connection with all aspects of new entities and startup businesses. We embrace entrepreneurial activity and innovation because that is the very same spirit from which Culhane Meadows was born. Therefore, we find this practice area to be particularly exciting. Entrepreneurs and owners of emerging businesses turn to Culhane Meadows’ attorneys to give them sound business advice and diligent service without breaking the bank. The services we provide in this practice area include counsel and advice on:
Choice of Entity
Generally, it needs to be determined what kind of entity through which the new startup business ideally would be operated and within which equity interests would be allocated to the entrepreneurs/founders, employees and investors. We can explain the differences between the choices, including C-corporations, S-corporations, limited liability companies, limited partnerships, general partnerships and proprietorships. We can also work with you and your accountant regarding assistance with choice of tax attributes of your new entity (i.e., taxable entity or flow-through entity).
Preparing and filing all documents effecting the formation and initial organization of the startup including (as applicable): articles or certificate of incorporation, bylaws, articles or certificate of organization or formation, operating agreements, organizational resolutions, founders’ stock purchase agreements, etc.
Initial Capital Structure
Providing assistance with determining the capital structure of the startup. For example, determining the number of shares of capital stock to be authorized in a startup corporation’s articles or certificate of incorporation, whether or not the corporation should have more than one class of shares and, if the articles or certificate of incorporation authorize preferred stock, whether or not the corporation’s board of directors should have “blank check authority” to issue those shares without first obtaining shareholder consent.
Intellectual Property Strategy
Every new business begins with a new idea, or at least a new approach to an old idea. A business’ market share becomes threatened when its product or brand is not distinguished from the competition. Thus, a tailored strategy for protecting intellectual property is critical to maintaining the success of a unique product or brand.
Stock Incentive and Option Plans
Preparing stock incentive plans, stock option plans, restricted stock purchase agreements, stock option agreements, bonus plans and other compensatory arrangements for employees of and consultants to the startup.
Start-up Governance Documents & Initial Business Transactions
Preparing all governance documents and agreements commonly entered into by startups while in the startup or emerging growth stage, including shareholder agreements, voting agreements, employment agreements, proprietary information and invention assignment agreements, technology assignment agreements, consulting agreements, scientific adviser agreements and nondisclosure agreements.
Providing assistance in determining strategy for raising capital for the startup through various private equity options.
Outside General Counsel
Culhane Meadows offers flexible and cost-effective outside counsel solutions for startups who desire readily accessible legal counsel without the intimidating costs and fixed overhead of a full-time or part-time in-house attorney or legal department.