Many of our clients retain us to act as their “outsourced in-house counsel.” This arrangement has three principal benefits: (i) We develop an in-depth familiarity with your business culture and legal needs; (ii) We maintain a long-term relationship, which facilitates efficiency of service (with no additional employee headcount); and (iii) We become an integral part of your management team. The specific general corporate services we provide include:

  • Startup Counseling

  • Formation of Corporations, LLC’s and other entities, and preparation of related documentation

  • Founders’ Agreements, Operating Agreements and Limited Partnership Agreements

  • IP Agreements, including Licensing Agreements, Confidentiality and Inventions Assignment Agreements, and Terms of Service/use and Privacy Policy

  • Employment and Consulting Agreements

  • Stock Option Plans and Agreements

  • Commercial Contracts, including Services Agreements, Partnering Agreements, Vendor/Supplier Agreements and Reseller Agreements

  • Structuring of Equity Ownership, including Vesting Issues

  • Corporate Governance, including Board of Director Matters and Stockholders’/Voting Agreements

  • Trademark Advice and Registration

Our transactional practice is the core of our business. We understand how to handle deals efficiently and at a cost that makes business sense. We handle the following types of transactions:

  • Mergers & Acquisitions

  • Financings (see “Securities Law Matters” below)

  • Licensing and other Technology Transactions

  • Debt Transactions

  • Strategic Alliances, Joint Ventures, Outsourcing and other Partnering Transactions

  • Acquisitions of Specified Assets

  • Leveraged Buy-Outs

  • Divestitures and Dispositions

  • Restructurings and Recapitalizations

Slipakoff PC’s corporate attorneys have expertise in venture capital and franchise transactions unmatched by many of the Southeast’s largest law firms.  We counsel both entrepreneurs and established companies in structuring early and late-stage angel and venture capital transactions, and develop and prepare private placements, registered public offerings, hedge funds and project financings.  Members of the firm have represented clients in connection with private placements of equity and debt securities, venture capital, project finance, joint venture transactions, IPO’s and ongoing SEC and state securities compliance issues

Our venture capital lawyers regularly represent both issuers and investors in private capital-raising transactions. Our issuer clients range from start-up entities who are seeking seed capital to more mature entities who are obtaining mid- and late-round financings and bridge financings. Our investor clients include angels, venture capital funds, and private equity funds.  We assist our venture capital clients in due diligence investigations of potential portfolio companies and help negotiate, structure and document their investments, whether in the form of preferred stock, convertible debt or another security.  We also counsel clients as they prepare for and go “public”, and advise clients when they want to go “private”.  Our team also assists both public and private companies in connection with federal and state securities law requirements when establishing executive and employee stock compensation plans or arrangements.

The firm’s finance and securities experience includes:

  • Initial public offerings, reverse mergers into public shells and follow-on offerings (S-1, SB-1, SB-2, S-3, Form 10, etc.).

  • Private equity financings such as venture capital financings and private placements (506 and 504 offerings).

  • Prepare organization and offering documents for hedge fund offerings.

  • Broker/dealer and investment advisor registration and regulations

  • Investment banking and underwriting.

  • Leveraged and management buy-outs.

  • Consultation on federal and state securities laws matters, including 33 Act registrations, 34 Act compliance, SEC and NASD enforcement actions, and blue sky law compliance.

  • Representation of underwriters in connection with the placement of public and private debt and equity securities.

  • Sarbanes-Oxley Act issues, design and implementation of Sarbanes-Oxley Act compliance and supervisory policies and procedures.

With distinctive industry expertise in retail, manufacturing, real estate development, software and e-commerce, Slipakoff’s corporate practice group assists clients with merger and acquisition transactions, such as stock and asset purchase transactions, as well as other general commercial transactions including technology transfers, licensing agreements, joint ventures, loan and security agreements and many others.  The firm’s commercial transaction experience includes:

  • Mergers, Acquisitions, and Divestitures, including Leveraged buyouts, tender offers and Takeovers, and Dispositions.

  • Corporate Reorganizations and Recapitalizations.

  • Public or Private Equity or Debt Financings.

  • Joint Venture Formation, Administration, and Dissolution.

  • Franchise Development and preparation of Uniform Franchise Offering Circulars (UFOC), Franchise Agreement and Market Development Agreements.

Mergers and acquisitions represent a significant part of our business practice. The firm’s merger and acquisition practice includes structuring acquisitions and divestitures for public and privately owned companies for domestic and international acquisitions.  Taylor-Busch attorneys represent buyers, sellers, management and investors in all types and sizes of transactions, including mergers, stock sales, sales of assets, corporate reorganizations and restructurings, joint ventures and partnerships.  We structure and negotiate these transactions, perform due diligence investigations, identify and satisfy unique aspects of transactions and see the transaction through to completion. Members of the firm represent both public and private companies, as well as clients in highly regulated industries such as the financial institution and healthcare industries.

Our Payments Systems team here at Slipakoff PC represent some of the largest payment systems providers in the world – as well as companies at the forefront of emerging and novel payment systems and markets – on a wide range of transactional and regulatory issues, including product development, consumer compliance, and strategic acquisitions.

Our clients include electronic bill payment companies, money remittance businesses, and one of the largest issuers of prepaid cards. We also represent numerous other businesses engaged in payment processing and stored value cards.

We advise clients on:

  • Acquisitions and divestitures of companies, lines of business, and portfolios including merchant processing businesses, electronic payments companies, money transmitters, and financial institutions of all types and sizes

  • Joint ventures and strategic alliances, including co-branded and affinity relationships

  • New products and services, including the development of reloadable stored value card programs and mobile telephone payments products

  • Compliance issues with U.S. federal and state statutes, including obtaining groundbreaking rulings from agencies such as FinCEN, the banking agencies, and state banking departments to address novel and important questions

  • Industry guidelines such as the nuances of the ACH and card association rules

The litigation practice of the Firm assists clients with solving their disputes through negotiation, arbitration, mediation, and other forms of alternative dispute resolution by providing creative, efficient and cost-effective advocacy.  The Firm has successfully represented many clients in all types of litigation proceedings including jury trials, bench trials, arbitrations, injunctions and temporary restraining orders.  We represent defendants and plaintiffs in state, federal and appellate courts involving a variety of matters such as:

  • Business and Commercial Contract Disputes

  • Shareholder Derivative Suits

  • Insurance Claims

  • Intellectual Property and Technology Disputes

  • Class Actions

  • Collection Matters

  • Real Estate Litigation

We represent both franchisors in developing franchise circulars and franchisees in negotiating, acquiring and selling franchises.  Slipakoff attorneys design franchise programs; draft franchise agreements, market development agreements; and help potential franchisees determine their rights under complex agreements. We prepare Uniform Franchise Offering Circulars (UFOCs) to comply with regulations and record the offerings with the appropriate authorities.  The firm’s franchise attorneys perform due diligence for businesses considering becoming franchisees, including review of legal documents and investigation of numerous legal and business aspects of the franchisor.  Our attorneys also have extensive experience in negotiating franchise and distribution agreements and handling intellectual property matters (including trademarks, trade secrets, and copyrights), advertising concerns, franchise law compliance, mergers and acquisitions, antitrust matters and other corporate issues related to franchises.

Here at Slipakoff Pc we recognise that your business is unique. You need personalized legal advice, not pre-packaged documents that do not reflect the care that you have put into crafting your franchise system. Slipakoff PC understands this. We offers franchisors at every stage of development practical, personalized services that can help your business grow — from the design and roll-out of new franchise systems to the management of mature franchise systems consisting of thousands of outlets.

Slipakoff PC clients benefit from our experience in representing companies in a wide variety of industries. Our experience working with many industries and many unique business models allows us to quickly understand the nature of each client’s business. We also understand that every franchisor is different and we are committed to understanding what makes your business unique. We take pride in drafting documents that reflect the personality and sensitivities of each of our clients. We tailor each agreement used by our franchisor clients to that client’s particular needs. We do not use “form” agreements. But, we are able to effectively and efficiently produce franchise agreements, development agreements, master franchise agreements, area representative agreements, and many others because our experience allows us to borrow the best ideas from other business sectors and apply them to yours.

We have drafted and updated dozens of franchise disclosure documents (under the old UFOC format and the FTC’s current FDD format) and obtained state franchise registrations and exemptions in every state. Our familiarity with the nuances of the new FTC Franchise Disclosure Document, its predecessor the UFOC Guidelines and the various state requirements for disclosure allow us to minimize — or avoid — any interruption in the franchise sales process.

Franchise Counseling:

Our experience in representing many franchisors in many industries has given us the perspective and experience to help our clients address each of the unique issues that periodically arise in the operation of a franchise system. In particular, we routinely counsel our clients on the enforcement of system standards and the termination, non-renewal and transfer of existing franchises, including the various state law limitations relating to these activities. We help our clients negotiate and enter into supply arrangements for the franchise system. We help our clients implement and maintain their own internal procedures for ensuring compliance with state and federal franchise laws through a sales and administrative training sessions. We also provide our insight and assistance in communicating with franchisee associations, including negotiating system wide changes with franchisee input.

The members of Slipakoff LLP advise businesses, inventors, and entrepreneurs regarding the development, protection and exploitation of technology-related assets.  In this capacity we assist our clients in identifying, registering and protecting their intellectual property as well as help them to effectively license and make available their technology to others.   A sample of services that we provide includes:

  • Identification, registration, protection and licensing of trade and service marks and internet domain names;

  • Labeling, registration, protection and licensing of copyrights;

  • Review, registration, protection and licensing of mechanical, electrical and business method patents;

  • Identification, protection and licensing of trade secrets and other forms of intellectual property;

  • Preparation, negotiation and drafting of a variety of technology and intellectual property arrangements, including:

  • Outsourcing and cross-licensing,

    • Hardware and software development

    • OEM, VAR, System Integration, joint venture, and other channel agreements

    • Application Service Providers (“ASPs”), Internet Service Providers (“ISPs”), and web site design or and information technology (IT) hosting agreements

    • Independent contractor, confidentiality, invention assignment and employee non-compete agreements and polices

    • Click-wrap, enterprise, end-user, support and maintenance, services and consulting engagement and license agreements; and

    • Telecommunications services, including voice and data transmission, conferencing, and fax and document distribution.

Many businesses, from start-ups to large companies, do not have in-house counsel for reasons of cost, philosophy or transition.  Further, some in-house lawyers do not have the time or, in some instances, the expertise to handle certain matters, and therefore require outside legal support.

For these reasons, Slipakoff PC has developed a unique Outside General Counsel program for large and small corporate clients who want outside counsel to handle corporate formalities and legal issues, without incurring the high overhead and multi-tiered staffing of large law firms.  In this capacity, we provide experienced and cost-effective services in numerous practice areas, with particular emphasis in the following categories:

  • SEC and state securities law filings and reporting obligations

  • Commercial contracts, licensing agreements and strategic transactions

  • Corporate governance and secretarial functions, including board and shareholder resolutions, consents, directors meetings, shareholder meetings, and minutes

  • Counseling officers and directors on fiduciary duties and strategic considerations

  • Employment matters, including hiring, retention, termination and employee handbooks

  • Executive compensation, including stock options and restricted stock agreements, as well as other forms of equity and non-equity based incentive compensation

  • Facilitating business development

  • Trademark, patent and other intellectual property protection

  • Litigation, arbitration and risk management

  • Commercial Leasing

Our attorneys have a breadth of legal knowledge and expertise and rich business experience that make the firm an ideal provider of outside general counsel services. Several of our attorneys held general counsel positions in public and privately held companies before joining Slipakoff.  

Just like any expert in-house counsel, we work with each client to understand their business model and industry in order to provide customized service that targets their particular business affairs needs. We provide quick response, either on-site or off-site, to address our clients’ legal requirements in real time in the most efficient and cost-effective manner possible.

Each client has a Slipakoff attorney assigned as Outside General Counsel. That attorney is responsible for overseeing and coordinating the client’s legal representation, while becoming an expert on the client’s business in order to better serve and contribute to their success.

Because we know it is crucial to many clients, and given our staffing protocol and overhead structure, Slipakoff is able to offer these outside general counsel services at an affordable price. Uniquely, Slipakoff offers clients creative and flexible approaches to billing, such as monthly retainers, fixed project fees, or a blend of these approaches with traditional hourly billing.