practice areas

Corporate and Securities

Our corporate and securities law group is comprised of highly skilled business lawyers focused on solving complex problems and developing advantageous business initiatives. With our years of experience as in-house corporate counsel, we act as strategic partners in the execution of our clients' capital raising and corporate development plans, including:

• Formation and Governance: We assist our clients in every step of the business development process including formation of the businesses entity (corporations, limited liability companies, limited partnerships), issuance of equity and establishment of management systems, special and regular equity-holder and management meetings, general corporate and business governance.
• Venture Capital/Angel Financing/Private Equity: We advise emerging companies, angel investors, venture capital firms, private equity firms, and entrepreneurs on venture capital and angel financings, joint ventures, buyouts and recapitalizations.
• Finance and Banking: We advise on numerous types of transactions and financial products, including private placements, asset-based financings, project financings, equipment leasing, and commercial banking.
• Mergers and Acquisitions: We represent clients in mergers and acquisitions, proxy contests, equity and asset acquisitions, and divestitures and joint ventures.
• Restructuring and Work Outs: We counsel businesses on all aspects of distressed transactions, formulating strategies to avoid bankruptcy, as well as positioning our clients for both pre and post bankruptcy filings. We know how to work with creditors and debtors in order to secure the most advantageous financial and operational results.
• Securities: We advise on offerings of securities, compliance with federal and state securities regulations, reporting requirements and stockholder matters.
• Franchise Law and Transactions: We represent both franchisors and franchisees in every stage of the franchise process, from the establishment of the franchise, the development, sale, financing and operation of franchise locations, and the termination of the franchise relationship.

Technology

Technology and intellectual property have become increasingly critical to the success of every enterprise. The attorneys in our technology practice group represent both customers and providers of technology in all manner of business dealings. We provide clients timely, efficient and innovative solutions to difficult legal and business challenges, and our strong industry knowledge and awareness of key issues and trends are part of the comprehensive value we provide. With our extensive experience in these transactions, and the particular industries in which they arise, we add value not only in crafting and negotiating the agreements, but also in helping to establish the business terms.

AGRS represents companies in a wide variety of strategic technology and other commercial transactions. We advise clients in a diverse range of industry sectors including software, hardware, semiconductors, networking, telecommunications, digital and interactive media, internet, life sciences, and medical devices. Our attorneys have successfully represented companies at all stages of development, from pre-formation start-ups to large public companies, in negotiating and closing deals such as agreements to license, develop, manufacture, market, distribute, co-brand, acquire or divest technology and addressing related intellectual property rights. Specific examples of transactions we handle on a daily basis include:

• Software-as-a-service (SaaS) agreements
• Sales and marketing agreements
• End user licenses
• Content licenses
• Software licenses
• Reseller/distribution agreements

• Complex services/outsourcing arrangements
• Alliance/partner agreements
• Software development agreements
• Inbound and outbound OEM agreements
• Open source issues

Our attorneys also provide web and e-commerce related advice on such matters as effective terms of service for web sites, privacy policies, and social media policies.

Real Estate

Our real estate group provides comprehensive legal services to businesses and individuals engaged in the acquisition, development, construction, financing, leasing, ownership, operation, management and disposition of real estate. We assist our clients in such matters as the structuring of transactions and ownership interests, acquisition and disposition of properties, tax deferred exchanges, commercial leasing, negotiating and administering construction contracts, obtaining bridge and long-term financing, and licensing.

Employment

We advise businesses and individuals on structuring and maintaining the employer-employee relationship, from employment agreements, equity compensation plans (e.g. stock option plans), bonus and benefit plans, to personnel matters, such as designing company policies and providing advice on personnel and human resource matters.