Startups

IndUS Counsel represents numerous startups from 'ground up' through various life-cycles. We specialize in representing founders and early-stage startups from pre-incorporation stage as they decide to 'formalize' their arrangement and continue to grow the startup with cash infusion from 'family and friends', angels and venture capitalists, negotiate contracts with vendors, and take on customers, employees and contractors. We understand the Silicon Valley ecosystem well and our services, and even our fees, are geared to enabling our startup clients’ transition smoothly from ‘bootstrapped’ entities to mature venture-backed or public companies. We recognize that as startups grow into robust, mid-size companies, they may choose to transition their legal services to larger law firms (often 'recommended' by their investors), in which case, we partner with our clients to assume the role of an outsourced 'in-house' counsel and assist them in working effectively with their 'chosen' large firm.

SERVICES

General Corporate

  • Entity and forum selection
  • Incorporation of entities (C-corp, S-corp, LLCs, partnerships)
  • Founder issues and related counseling
  • Stock issuance, including 83(b) filings
  • Foreign qualification in all 50 U.S. states and set up of U.S. and international subsidiaries
  • Corporate reorganization and restructuring
  • Joint ventures and strategic alliances
  • Dissolution and winding up
  • Non-profit representation, including 501(c)(3)

Corporate Governance

  • Board of Director representation
  • Shareholder agreements and shareholder rights
  • Conduct ofBoard and shareholder meetings, including preparing notices of meetings and minutes of meeting/written consents
  • Board and shareholder disputes
  • Voting agreements and proxies
  • Corporate due diligence, corporate maintenance and corporate documentation
  • Corporate compliance matters, including filing of annual reports and statements

Financings

  • Preparing startups for fund-raising
  • Angel and seed funding
  • Debt financing (convertible promissory notes and note purchase agreements)
  • Private equity investments (term sheets and private placement memorandums)
  • Venture finance (term sheets and preferred series documentation)
  • Warrants and other special purpose financing arrangements
  • Crowdsourcing and crowdfunding

M&A

  • Asset acquisitions and stock acquisitions
  • Merger structuring (forward mergers, forward triangular mergers and reverse triangular mergers)
  • Acquisitions of C corps and S corps
  • Buy-side and sell-side M&As
  • Earn-out considerations and exclusivity arrangements
  • Sale of business and goodwill
  • IP & IT issues in M&A transactions, including due diligence, strategizing and counseling
  • Labor, employment and immigration issues in cross-border M&As