Create and Maintain Corporate Structure
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Ms. Mernick educates and counsels clients regarding the complexities of business entity creation and maintenance for both start-ups, and existing businesses. Ms. Mernick provides counsel on entity choice, statutory business license requirements, standard and complex operating, partnership, shareholder and advisor agreements, and bylaws for closely held businesses. Business conversions, asset and stock sales, and dissolutions are a regular part of her work, so Ms. Mernick looks forward to assisting you at whatever stage you find yourself.
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Whether it be a for profit formed as a partnership, corporation, limited liability company, joint ventures, or one of California’s new hybrids, flexible purpose or benefit corporation, this firm will provide practical advice regarding the benefits and ramifications of any of these choices and help to operate your business successfully.
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The importance of documenting corporate activities is crucial to the lawful operation and protection of your business. Clients of Mernick Law are advised on their corporate governance responsibilities, including annual meetings, shareholder and member voting, and drafting of corporate minutes reflecting corporate actions and decisions.
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Contract Review, Negotiation, and Drafting
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Review, negotiation, and drafting of vendor and consumer contracts for your business transactions, as well as those related to marketing, technology services, sale and purchase of businesses, financing, distribution, consulting, independent contractor, security agreements, sale of trademarks and copyrights, and licensing.
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Business Succession Planning: Buy-Sell Agreement
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Some clients have a long established business, but have yet to consider what will happen to it upon retirement. A buy-sell agreement for a corporation and an operating agreement for a limited liability company outlines the business succession plan, which should include the intent of shareholders upon the happening of certain triggers, such as disability, death, divorce, or incapacity. Will your spouse participate in the operation of the company upon your death? Are the other members or partners looking forward to working with your spouse? Who will purchase your shares or interest on retirement, another member or shareholder, or the company? How will your cross-purchase or redemption be funded?
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Outside General Counsel
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For small businesses who are not ready to bring legal counsel in-house, but want the close relationship that in-house counsel provides, Mernick Law works with clients to triage or review and prioritize legal issues. This includes referring clients to other legal counsel and accounting or other professionals when a client's issues dictate. Outside general counsel services provide clients with legal strategy and planning through quarterly meetings in-office, on-site at the client location or virtually to assess legal issues, reduce future risk, and provide updates on the status of agreed scope of services.
Take advantage of the firm's extensive professional network including experienced certified public accountants, insurance specialists and more.
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Stock and Equity Incentive Plans
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Legal counsel to small business clients who wish to offer incentive to key employees or other service providers to remain in the employ of the company and contribute to its future growth, while protecting existing and resulting intellectual property through invention assignment.
Whether you are operating a corporation with interest in creating a stock incentive plan, or a limited liability company exploring the procedures and potential tax consequences related to the offer of a profits interest under an equity incentive plan, Mernick Law can provide learned counsel and preparation. Ms. Mernick works with clients to determine whether any special terms are required due to entity type, options, and restrictions. We will work together to draft an appropriate vesting schedule, exercise price, and method of payment. Termination of services and the effect of a change of control are other important issues we can discuss.
Related agreements provided by Mernick Law include plan document and summary, award agreements for plan participants, and proprietary rights, confidentiality and non-disclosure agreements.