Business Formation, Structuring and Governance

Turning Your Idea Into A Reality Through Strategic Legal Guidance

Are you . . .

. . . Starting a new business?

. . . An existing privately owned and operated business?

. . . An individual entrepreneur?

. . . Expanding your business internationally?

Do you want to . . .

. . . Work with a legal team that is focused on the needs of small businesses?

. . . Know exactly what you are going to pay for your legal services?

. . . Have the flexibility of working with your lawyer in person, by telephone or

on line?

. . . Work with a law firm that has local and international experience?

Fox & Moghul provides . . .

. . . Affordable fixed fees for virtually all of your business-related legal services.

. . . A full range of options over how our legal services are delivered.

. . . A network of international colleagues to help with cross-border transactions.

Our Approach is simple: we do not believe that a one size business entity fits all. Our first step is to understand the needs and operational dynamics of your business before we tailor a structure that best fits those requirements.

  • Choice of Entity Comparison: LLC vs. LP vs. LLLP vs. S Corp vs. C Corp.
  • Jurisdictional Considerations: state of formation, and comparison of substantive legal considerations in various popular jurisdictions, and tax and corporate law considerations.
  • Formation Considerations. Name distinguishability check with the Office of the Secretary of State for business or trade name selection, preparing and filing initial documents, identifying and securing all intellectual property.
  • Management Structure: comparison of various governance structures, defining classes of membership, quorum and voting requirements, and deadlock and dispute resolution mechanisms.
  • Economic, Tax and Accounting Structure: understanding capital accounting, special allocations, distributions and all major taxation and accounting issues.
  • Transfers of Business Interests: overview of various issues related to transfers of business interests, and a formulation of key terms governing buy-sell agreements, put/call options, and insurance related requirements.
  • Employment Law: whether a business should hire employees or maintain an independent contractor structure is a very important decision that must be considered in light of the realities that a business faces. Our team also negotiates and prepares all major employment agreements and stock option plans for employees and company executives.
  • Asset Protection: formulation of mechanisms to deter unwanted business and personal creditors. No one wants to do all the hard work and establish a cash flowing business only to later see a judgment creditor attach and execute on the businesses assets and pierce the corporate veil to hold the client personally liable.
  • Exit Strategy and Future Business Planning: An exit event can come in the form of a sale, merger, acquisition, liquidation, management or employee buyout, or Initial Public Offering. Exit events can generate significant tax or other legal consequences and careful planning in this regard is essential.

Common Startup Services

Some of the most common business startup services we provide include:

  • Business Formation & Restructuring
  • Contract Review & Negotiation
  • Intellectual Property Protection
  • Website Agreements
  • Equity Agreements
  • Shareholder Agreements
  • Startup Consulting
  • Business Dissolution
  • Corporate Bylaws
  • Trademarks & Copyrights
  • Licensing
  • Stock Purchase Agreements

As part of our startup service, we assist with

  • Helping business founders in negotiations for contract writing with potential partners, vendors, customers, and other third parties
  • Lining up investments with private investors such as family members, close friends, or trusted business associates
  • Creating a solid and far-reaching internal company structure to help protect founders from internal-disputes with other partners
  • Putting in place a business succession plan to ensure the longevity of the business in the face of unanticipated change

ENTREPRENEURS, INVESTORS AND STARTUP AND EMERGING COMPANIES

Many of our clients come to us with one idea. We have developed many of our relationships over the course of an entire career, helping our clients maximize their potential in ways they never thought was possible. We can help answer some of every entrepreneur's most pressing legal questions and build a long-range business strategy.

  • What are my business and personal goals?
  • Which company structure best meets my needs?
  • What should I do now to protect my intellectual property?
  • How should I plan to protect future intellectual property acquisitions?
  • What strategies should I use to fund my business?

Some Representative Cases

Structured Limited Liability Company of Restaurant Owner Seeking Outside Investors for His Latin-themed Restaurant In the District of Columbia. We assisted the founder of a uniquely themed and styled Latin restaurant in Washington DC to structure his LLC in two separate classes, one of which did not carry any management authority or control. This allowed the founder to focus on building his restaurant into a major success while seeking outside investment with peace of mind that no third party could unduly interfere with his ability to grow his business.

Buyout of Executive of Augmented Reality Wearable Technology Company. Represented executive of emerging company in successfully drafting and negotiating his buyout of $200,000 class C membership interest from company.

Negotiated Membership Interest Purchase Agreement Involving International Restaurant Group with Over 45 Concepts Worldwide. Represented investor in purchasing a membership interest in a restaurant conglomerate for a prominent location in D.C. Designed agreement to ensure maximum protection from any liability and ensured protection of client's investment.

Structuring Business for Vietnam News Television Network - We were retained by a well-known foreign TV news network to formulate their entire organizational structure and draft their internal operating agreement. We were able to sort through all the problematic aspects of their setup and recommend a streamlined corporate structure to ensure efficient operations.

Real Estate Investment Firm With Multiple Holding Entities. We were asked to help form and structure a real estate investment company with five members, each with different contributions that were in the form of both cash, property and services, and some members desiring voting powers that were not proportional to their member contributions, which required special allocations in the LLCs capital structure. Further, there were multiple assets and intellectual property that were contributed by some of the members, and we put in place a comprehensive business plan to not only ensure smooth intra-member functioning, but also long term protection of all business assets that the members contributed.