OCCIDENTAL’s
practice areas include:
· Corporate
Advice
· Corporate
Finance and Securities
· Mergers
and Acquisitions
· Business
and Real Estate Transactions
· Licensing,
and Intellectual Property
· International
Ventures and Cross Border Alliances
Corporate
Advice
Creating
a solid foundation for future operations
We
form corporations, LLCs and partnerships based on their size, activity,
relationships with their suppliers and customers and most of all their
need for financing. We forge relations between founders and find ways
to attract and retain qualified management.
General
corporate advice includes:
·
Determining the appropriate business entity, tax status and jurisdiction
· Structuring and formation of new entities
· Finding and creating strategic alliance partners
· Developing and documenting shareholder agreements
· Creating executive employment agreements that attract and
retain key management
· Developing confidentiality and non-compete agreements, assisting
with intellectual property protection
· Maintenance of corporations and other entities
· Corporate compliance audits and developing corporate compliance
plans
· Employment and consulting agreements
· Employee stock option plans (ESOPs)
· Advise on asset transfers and inheritance issues
· Shareholder dispute resolutions
· Corporate restructurings
Corporate
Finance and Securities
We
make your company fundable
We
specialize in private placements and venture offerings. From first
seed capital offerings through secondary public offerings. We have
structured numerous corporate finance transactions involving debt
and equity on both issuer and investor sides. We can anticipate concerns
of investors and address issues in due course to guarantee closing
of the transaction.
Our
Corporate Finance practice includes:
·
Creating business financing strategies
· Business Plan Preparation
· Identifying appropriate methods and sources of financing
· Corporate compliance and legal audits for companies seeking
financing, including reviewing corporate structure, operational contracts,
employment and labor issues
· Responses to investors due diligence requests
· Due diligence reviews for angel investors and investment
firms
· Preparation of private offering circulars
· Preparation and negotiation of venture capital documents,
including stock purchase agreements, promissory note and warrant agreements,
shareholder agreements, registration rights agreements, preferred
stock provisions and other investor rights agreements
· Obtaining corporate and shareholder approvals
· Preparation of SCOR offering forms
· Preparation and submission of governmental securities law
filings
· Advice on exemptions from registration under the Securities
Act of 1933
When
privately and closely held companies consider going public, we help
them explore their options and choose the right strategy. We introduce
them to third party advisers and regulatory authorities. Once public,
we assist our clients with ongoing regulatory requirements.
Our
securities practice includes:
·
Preparation of registration statements
· Filings and disclosures with the SEC and other regulatory
authorities
· Assistance with conduct of due diligence
· Assistance with the selection and engagement of underwriters
· Assistance with preparation of road-show materials and analysts’
presentations
· Preparation of quarterly and annual reports
· Creation of proxy statements
· Compliance with insider trading rules and other policies
of exchanges and the National Association of Securities Dealers
· Advise on continuing reporting obligations under the Securities
Exchange Act of 1934
Mergers
and Acquisitions
We
are deal-makers, not deal-breakers.
We
have structured numerous M&A transactions in the most tax advantageous
manner, for small and straightforward through large and complex deals.
We have a big picture view of the deal and think of all aspects of
it, not just the “legalese”.
M&A
services include:
·
Negotiating Agreements with investment bankers and underwriters
· Negotiating leveraged buy-outs
· Preparing and Negotiating letters of Intent
· Structuring and preparing documents for transactions
· Assisting sellers with organization of due diligence materials
· Conducting legal due diligence reviews for buyers
· Obtaining and documenting corporate and shareholder approvals
· Structuring alternatives such as joint venture deals or strategic
alliances
· Advice in all collateral issues arising upon the closing
of an M&A deal: real estate, benefits, labor and employment, health
and safety, intellectual property, government contracts, litigation
etc.
Business
and Real Estate Transactions
We
tailor your contracts to your needs
We
have negotiated and drafted agreements to support commercial transactions
in every industry: biotech, telecom, software, online marketing, retail,
food and beverage, health and fitness, entertainment, gaming, etc.
We draft agreements that you can understand and that conform to the
nature of the deal you negotiated with your counterpart.
Business
Transactions services include the drafting, review and negotiation of:
·
International sales and service agreements
· Technology Transfer Agreements
· Manufacturing, OEM, Reseller, Distribution, Agency Agreements
· Software development and licensing agreements
· Vendor contracts
· Outsourcing agreements
· Goods purchase contracts
· Capital lease contracts
· Sales representative and distributor agreements
· Value added reseller contracts
· Original equipment manufacturing contracts
· Consulting Agreements
· Leases and other real estate transactions
· Joint venture and strategic alliance agreements
Technology Transactions, Licensing and IP
Turning
inventions into successful ventures
We
help our clients identify, commercialize, protect, grow and enforce
their intellectual property rights. We have negotiated and drafted
complex and straightforward licensing agreements including technology
transfer licenses for wireless telecom technology, clearing and settlement
systems, data management software and online advertising space management
software. Our practice has provided a full range of services to bioscience
clients including negotiating their research agreements and technology
transfer licenses from research institutes and universities. We have
also advised scientists seeking to avoid conflicts while commercializing
inventions co-developed with educational institutions.
Licensing
and IP services include:
·
Research and development contracts
· Technology transfer agreements including software, hardware
and other products and services
· Cross-license agreements
· Creation of IP development plans
· Creation of IP Protection Plans
· Preparing and prosecuting patents, trademarks and copyright
applications (through our specialized affiliates)
· Software development agreements
· Master software licenses
International
Ventures and Cross Border Alliances
Our
attorneys have lead-chair experience structuring cross-border transactions
through Western Europe, the EU and Asia. We can steer you through
a transnational acquisition, spin off or asset swap, develop your
strategy for a cross-border roll-up or outsourcing your back-office
and R&D functions to highly skilled specialists offshore. We helped
companies establish world-wide distribution networks and set up operations
abroad. We help offshore companies to commercialize and finance their
products and inventions in the US. We are exceptionally qualified
to advising foreign businesses doing business in the US, since we
know and understand their original legal system.
