Farallon Law Group offers transactional legal services in a wide range of practice areas for start-ups and established businesses whether seeking a firm to act as outside general counsel or seeking assistance on a project-by-project basis.  We represent companies throughout their lifecycle from formation and financing to ongoing operations through acquisition or other disposition.  

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Entity Formation and Financing

Formation and financing of corporations, partnerships, LLCs and LPs in various jurisdictions. We advise clients on business entity and jurisdiction choice, name selection, securities compliance and other key issues concerning incorporation documents, such as subscription agreements, restricted stock purchase agreements, stockholder agreements, partnership agreements or LLC operating agreements and tax and accounting issues (in consultation with tax counsel or accounting advisors).

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Business Transactions

Preparing, negotiating and reviewing various business agreements, including vendor and services agreements, supply agreements, licensing agreements, purchase agreements, consulting agreements, credit facilities, nondisclosure agreements, consulting agreements and letters of intent/term sheets.

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Debt and Equity Financings & General Corporate Finance

Handling of venture financings and private placements (including friends & family, seed and angel rounds), including preparing SAFEs, convertible note documents, stock purchase agreements, registration rights agreements, investor rights agreements, voting agreements, co-sale agreements and preferred stock charters, review of due diligence materials and preparation of the company for investor scrutiny.

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Mergers and Acquisitions

Preparation and negotiation of stock and/or asset purchase agreements, merger agreements, letters of intent and other documents related to mergers and acquisitions, as well as review of due diligence materials and preparation and clean-up of companies in anticipation of being acquired.

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General Corporate Governance

Counseling businesses on day-to-day legal matters, including general corporate housekeeping and entity maintenance requirements, employment law matters, and securities law compliance.

 

Technology Transactions/Intellectual Property

Our attorneys combine their expertise in commercial law with their knowledge of IP licensing to prepare and negotiate development, manufacturing and license agreements for software, hardware and general technology.  We prepare agreements relating to joint ventures and strategic alliances, patent licenses, distribution, supply, OEM agreements and software development and distribution.  We counsel businesses on copyright and trademark issues, in both offensive and defensive contexts.

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Employment Law

Preparing executive employment agreements, offer letters, confidentiality and IP related agreements, separation agreements and employee compensation and incentive equity programs, including stock options, phantom equity and bonus/commission plans.

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Real Estate

Involvement in all aspects of real estate acquisition, development, financing, investment, ownership, leasing, and operation including preparation of leases, letters of intent, purchase agreements, financing documents, escrow agreements and title documents.  We have experience with all major types of real estate, including office, commercial, industrial, and multi-family.

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Referrals to Colleagues

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For those other practice areas where we are not able to provide legal services, we are able to draw from our large network of colleagues in various specialties and jurisdictions, such as litigation, trademark/patent prosecution, business bankruptcy, tax counseling, etc.  We are often able to make appropriate referrals to practitioners in non-business legal areas such as family law, criminal law, etc. as well as non-legal services such as banking, insurance, accounting/bookkeeping, etc.