Corporate

At Goldman & Schapiro, our corporate practice covers a broad range of transactional and advisory work.  Our Firm represents various businesses, investment entities and individuals regarding business matters and investments throughout the world.  We offer a vast array of legal services as general/corporate counsel to a diverse client base that includes venture capitalists and investment and equity firms, emerging companies, partnerships and closely held entities, small and mid-size businesses, non-profit corporations and community-based enterprises, as well as private individuals such as investors, founders, and inventors.  

We advise clients on the myriad of business and legal issues that often impact the life of a business enterprise, including the selection, structuring and maintenance of corporate, partnership or limited liability entities, the drafting of a variety of contracts and agreements, and the negotiation of equity and debt financings, mergers and acquisitions, shareholder buy-outs, strategic alliances, joint ventures and asset purchases and sales. We also counsel directors and officers on issues related to change of control, personnel and management, indemnification rights, accountability, privacy and other general policy and practice issues, including the legal ramifications of proposed business endeavors.

We develop an in-depth familiarity with our client’s business, culture and legal needs, we maintain a long-term relationship with our clients (facilitating efficiency of service), and we become an integral part of our client’s management team.  More specifically, our general corporate services include:

  • Startup counseling
  • Formation of corporations, LLC’s and other business entities, and preparation of related documentation
  • Founders’ agreements, shareholders’ agreements, operating agreements, partnership agreements, LLC agreements, joint venture agreements and buy/sell agreements
  • Employment and consulting agreements
  • IP agreements, including confidentiality and inventions assignment agreements, terms of service/use and privacy policy
  • Commercial contracts, including manufacturing and supply agreements, services agreements, partnering agreements, vendor/supplier agreements, reseller agreements and OEM agreements
  • Structuring of equity ownership, including vesting issues
  • Corporate governance, board of director matters and voting agreements
  • Equity and non-equity based incentive compensation and option plans
  • Bank documents and agreements
  • Trademark, copyright and patent advice and registration

Our transactional practice is a core of our business.  We understand the key issues and how to get deals done efficiently and at a cost that makes business sense.  We provide extraordinary hands-on service and advice in connection with the following types of deals:

  • Mergers & acquisitions (including asset and equity transactions)
  • Financings
  • Strategic investments
  • Intellectual property commercialization, licensing and other technology transactions
  • Debt transactions
  • Strategic alliances, joint ventures, outsourcing and other partnering transactions
  • Acquisitions of specified assets
  • Divestitures and dispositions
  • Restructurings and recapitalizations

The securities laws are complex and require experienced lawyers to help navigate them.  Indeed, non-compliance with applicable securities laws could result in serious adverse consequences, including a right of rescission for the securityholders (i.e., the right to get their money back), injunctive relief, fines and penalties, and possible criminal prosecution.  We assist our clients in all kinds of securities-related matters, including:

  • Creation of capital structure and related securities law analysis and filings
  • Seed capital financings, including “friends & family”
  • Angel and venture capital financings
  • Subscription agreements and “accredited investor” documentation
  • Private placements and related SEC and state filings, including SEC Form D
  • Reverse mergers
  • Fund formation
  • SEC compliance
New York
(212) 729-6681
New Jersey
(973) 718-4730
Florida
(305) 767-1998
Main Office Address
30 Wall Street, 8th Floor
New York, NY 10005