Ross & Shulga is here to guide emerging companies and entrepreneurs in all legal aspects related to the formation of their businesses and first contracts. We are convinced that a comprehensive and accurate formation documentation serves as the basis for successful growth of the company, including multiple financing rounds.
Our comprehensive legal package includes:
- Consultation regarding business entity choice and jurisdiction
- USPTO knock-out search
- Organizational documents, including charter and by-laws
- Restricted stock purchase agreements for founders (with or without vesting)
- IP assignment agreements (for founders who started creating IP prior to incorporating the company)
- Confidentiality and invention assignment agreements (for founders and employees while they work at the company)
- Initial board resolutions
- Assistance with obtaining EIN and filing 83(b) elections
- Equity compensation plan and accompanying agreements
- Ledger, capitalization table.
We also assist with formation of professional services corporations (PC), professional services limited liability companies (PLLCs) and design professional services corporations (DPCs) in the State of New York.
Once your company is properly established, financing its growth becomes a priority. From crowdfunding and seed stage convertible notes to series rounds of preferred stock, our team has vast experience documenting and negotiating venture capital and debt financing for startups in a variety of industries. Furthermore, as many of our clients come from the investor side of the table, we understand the investor perspective as well, which helps us represent our startup clients more effectively.
Throughout the growth stage, we act as outside general counsel for our clients, and can help your business maintain legal compliance with U.S. and non-U.S. laws and regulations, including commercial agreements, technology transactions, and customer privacy agreements. From the beginning of the business to the end, our team can help you every step of the way. Our attorneys have negotiated the exits of numerous ex-founders, assisted in initial public offerings in a variety of industries, and handled several mergers and acquisitions on behalf of our entrepreneurial and investor clients. For a description of our corporate law services, click here.
Other projects we routinely handle include:
- Commercial contracts, including license agreements, MSAs and other technology contracts
- Compliance with U.S. and non-U.S. laws and regulations, such as filing Form D and blue sky filings
- Corporate governance and Board advice
- Employment matters
- Shareholder, LLC and partnership agreements among founders
- Collaboration agreements
- Contribution agreements
- Buy-sell agreements
- Mergers & acquisitions
- Privacy and data security
- Documentation relating to venture capital financing
- Incorporated numerous startups in Delaware, New York, and elsewhere
- Prepared numerous securities filings, including Form D for private placements, Form C for Regulation Crowdfunding, and blue sky filings in various states, including New York
- Represented app developer platform in securing loan
- Represented buyer in acquisition of social media marketing network
- Negotiated extension of convertible promissory notes on behalf of government contractor
- Represented software security company in its sale of shares of common stock
- Represented employee on work visa in regard to joining and investing in music industry startup
- Served as outside general counsel to a seed accelerator; prepared and negotiated numerous program agreements, convertible notes and restricted stock agreements
- Represented employee of a digital media company in investment into employer
- Negotiated numerous exits of founders from companies, ensuring founders either keep all vested stock, board seats, and other rights, or are compensated fairly
- Advised ex-employee of prominent FinTech company as to potential purchase of unvested shares
- Drafted and negotiated numerous SAFEs and convertible promissory notes in a variety of fields, from cutting-edge technology companies to cannabis companies to a heavy-duty semi-tractor business
- Drafted and negotiated numerous term sheets, subscription agreements, and limited liability company agreements for startups and investors
- Reviewed convertible promissory note on behalf of Singapore-based angel investor