Business

As the foundation of our business practice, we advise clients about the formation and maintenance of legal entities, including corporations, limited liability companies, partnerships, limited partnerships, and other business organizations. We understand that different businesses have different needs that must be addressed during the formation process. Our attorneys are personally invested in understanding our clients’ businesses and discuss the advantages and disadvantages of the different types of entities that may be used, as well as the different choices that may be made in how the entities are structured. When choosing a form of entity, founders should consider such issues as taxation, limitation of liability, applicable regulations, management and ownership structure, and the need to raise capital.

Our experience with new venture formation includes the following recent transactions:

• Initial organization, contribution of intellectual property assets, preferred unit financing and creation of equity incentive plan for iPhone app development studio
• Initial organization, financing and contribution of intellectual property assets for nanotechnology laboratory
• Representation of real estate investment fund in connection with initial organization and management structure
• Initial organization, seed financing and contribution of intellectual property assets for web-based personal branding company
• Initial organization, financing and contribution of intellectual property assets for various other "new Internet" and digital media companies

McNaul Ebel's corporate finance and securities practice helps our clients obtain the financing they need to grow. We assist private companies with the full spectrum of transaction documentation, due diligence, and regulatory compliance. We advise clients on a range of financing matters, including friends and family convertible debt and equity offerings, angel and venture capital investments, mezzanine financing, and leasing and factoring transactions.

Our experience with corporate finance and securities transactions includes the following recent transactions:

• Angel convertible note financing and subsequent Series A Preferred Stock financing led by strategic corporate investor for social network
• Series A, Series A-1 and Series B Preferred Stock financings for data management solutions company
• Preferred equity investment to fund national expansion for artistic consumer products company with strong regional brand
• Angel convertible note financing and subsequent Series A Preferred Stock financing for radio solutions company
• Series A and Series A-1 Preferred Stock financings for consumer data analytics company

We regularly represent both buyers and sellers of businesses. Merger and acquisition transactions can represent many different opportunities – growth and expansion, divestitures of noncore assets, exit strategy for investors, and strategic business alliances. We combine sophisticated corporate finance and securities expertise with solid business skills to bring about favorable results for our clients. We understand that merger and acquisition transactions often occur within a tight time frame, so we quickly and efficiently identify critical issues that must be addressed to make a transaction successful. Our attorneys have advised clients in a broad range of industries with a variety of corporate control transactions, including mergers, joint ventures and strategic alliances, management buyouts, acquisitions and sales of troubled companies, and spin-offs.

Our involvement with mergers and acquisitions includes the following transactions:

• Sale of assets between digital video distribution company and international software company
• Spinout of search engine and social network from legacy enterprise software company
• Negotiation of sale of product suite between software developer and international software company
• Management buy-out of common and preferred stock shareholders of software developer
• Sale of assets of Internet property to media aggregator

Our firm routinely counsels emerging companies and larger private companies on matters of corporate governance. We also counsel boards of directors and corporate executives on fiduciary duties, aspects of the business judgment rule, corporate opportunities, conflicts of interest, and peculiarities of Washington law that have a direct impact on how private companies should operate in Washington State. We frequently provide counsel to boards of directors with respect to CEO hiring and retention and other executive compensation issues.

Many of our clients view us as their outside business partner. We build relationships that last over time, acting as outside general counsel and strategic business advisor. We provide our clients with informed judgment on strategic opportunities, day-to-day problems, potential areas of conflict, and strategies for preventing litigation. For the most part, we report directly to CEOs and boards of directors, who value our judgment and have made deliberate choices to retain and rely on us.

McNaul Ebel's attorneys regularly advise companies and executives in connection with executive employment arrangements and separations from employment. Our attorneys prepare employment and severance agreements, equity-based compensation arrangements, and noncompetition and confidentiality agreements.

Our involvement with executive employment and severance matters includes the following recent transactions:

• Representation of founder of software company in connection with separation from employment and severance matters
• Representation of hosting company in connection with major shareholder's separation from employment and sale of ownership interest
• Representation of several former employees of major software company in connection with separation from employment and non-competition matters
• Representation of CEO of consumer products company in connection with negotiation and implementation of performance-based compensation arrangement