Emerging Business is a term typically used to describe high growth companies focused typically on technological advancements. BB&C counsels many emerging businesses in a wide variety of practice areas with a main focus in: (1) Business Law and General Corporate Counseling; and (2) Intellectual Property.
In Business Law and General Corporate Counseling BB&C advises emerging companies with
- Choice of Business Entity whether a corporation, limited liability company or some other entity structure including capital structuring.
- Capital Structure. Broadly, capital structuring means the way a company finances its operations through a combination of equity and debt. During the formation of the business enterprise, this means the number, classes and preferences of shares authorized for issuance by your entity. If you anticipate bringing in investors either at formation or shortly thereafter, the Articles of Incorporation or Organization and Bylaws or Operating Agreement will be much different than if you plan to own the business enterprise solely on your own for the foreseeable future. For information on Private Offerings or Private Placements of securities, please see the Operations section below.
- Private Placement of Securities. Once your capital structure is finished, we can help you carry out the issuance of securities – whether corporate stock, limited liability company units or membership interests, limited partnership interests, debt instruments or promissory notes. During this process we will:
- Determine the exemptions for sale of the securities such as:
- Intrastate offering exemption
- Section 4(2) of the Securities Act
- Regulation D Offerings
- Rule 504
- Rule 505
- Rule 506
- Determine the exemptions for sale of the securities such as:
- Obtain a Central Index Key (CIK) for your business from the Securities and Exchange Commission (SEC) and file your Form D with the SEC and make the appropriate State filings
- Prepare the private placement memorandum
- Prepare or revise the organizing documents such as the Articles of Incorporation or Organization and Bylaws or Operating Agreement to conform with the terms of the exempt securities offering
- Prepare the Subscription Agreement
- Prepare the Investor Questionnaire
- Carry out the issuance of the securities to the investors pursuant to the subscription agreements including tracking the issuance of the stock, placing appropriate legends on the stock certificates and providing transaction transcripts to the company and each investor
With Intellectual Property, BB&C counsels emerging companies with:
- Trademark and Service Mark registration with the United States Patent and Trademark Offices and the Indiana Secretary of State
- Drafting and negotiating intellectual property agreements such as
- Co-Development Agreements
- Software End User Licensing Agreements including software as a service
- Software Reseller Agreements
- Patent Licensing Agreements
- Trademark or Service Mark Licensing Agreements
- Terms and Conditions of Use
- Enforcing intellectual property rights through means such as
- Cease and Desist Letter
- Litigation Actions
Attorneys:
- Stuart R. Gutwein
- Andrew S. Gutwein