Fauri Law advises privately held companies past the startup stage, with revenue, shareholders, employees and bank financing, on ownership and governance, financing, reorganization, acquisitions and the sale of the business, the contracts the business runs on, and the shareholder matters that must be resolved without stopping the company.
The matters of a company that has customers, employees, shareholders and a bank, and what the firm does with each.
An investor or partner admitted, a shareholder bought out, shares transferred, a deadlock between two owners. The agreement negotiated or revised to govern control, transfers, exits and the economics, and the transaction documented.
View Shareholder AgreementsBuying a competitor or a division, or selling the company or part of it: a share or asset sale structured with the accountants, the letter of intent, diligence, the purchase agreement and closing, and the preparation before going to market.
View M&AA priced round from institutional or strategic investors, a convertible note, or the corporate side of a bank facility: the term sheet, the securities exemption and filings, the security and guarantees reviewed, and the approvals and share issuances that close the financing.
View Venture FinancingThe board, the decisions reserved to shareholders, a unanimous shareholder agreement where control is to be settled, and corporate records that hold up in a financing or a sale.
View Governance & StructuringA holding company, an estate freeze, a share exchange or an amalgamation, documented to the accountants’ tax plan so that the corporate records and the tax position describe the same company.
View Governance & StructuringCustomer, supplier, distribution, procurement and software agreements; the company’s own templates; the other side’s paper reviewed for liability, indemnities, ownership of intellectual property and data before it is signed.
View Commercial TransactionsAn option plan, restricted shares or a grant to a key employee once the shares have value: the plan, the pool, the approvals and the grants, with the valuation and tax questions coordinated with the accountant.
View Ownership & EquityChain of title from founders, employees and contractors; licences in and out; confidentiality; the gaps closed before a financing or a sale checks for them.
View IP & TechnologyAn oppression threat, a shareholder acting without authority, a departure in dispute. The company’s position established; the steps short of court advised, whether disclosure, a buy-out or a negotiated exit; litigation counsel coordinated where a court is unavoidable.
View Advisory & TransactionsAn option plan and the grants under it, restricted shares for a key employee, employment, contractor and advisor agreements, or a single convertible note on ordinary terms may be handled at a fixed fee through the ESOP Plan Setup Kit, the Equity Structuring Kit, the Build a Team Kit or the Funding Kit where the intake confirms that the matter is standard. The matters above are otherwise advisory work, scoped after the consultation, with a budget agreed for each phase of a larger matter.
Most companies come to the firm with a decision at hand: a shareholder leaving, an investor’s term sheet, a bank’s security package, a reorganization the accountant has recommended, or an approach from a buyer.
A consultation on the company, its shareholders and the decision at hand, with the company’s accountant where the decision is also a tax decision. Scope is confirmed after conflict review and set out in an engagement letter before any work begins; a larger matter is scoped in phases, each with a budget agreed before it starts.
Book a ConsultationSubmitting an intake does not create a lawyer-client relationship; work begins after conflict review, scope confirmation and written engagement terms. The firm works directly with the company’s accountant and does not give tax advice. Where a dispute proceeds to court, litigation counsel is retained and coordinated by the firm, which continues to advise the company. A company with continuing needs is served as ongoing counsel rather than through a series of separate engagements.
No. The agreement is negotiated among the shareholders as they now stand, which is harder than at incorporation because each knows what the shares are worth, but a company with two or more shareholders and no agreement is exposed on every question the agreement would settle: a departure, a death, a sale, a deadlock. The firm maps the shareholders and their objectives first, then drafts to what they agree.
What the shareholders’ agreement or the share terms provide: vested shares may stay, be bought out at a formula price or be offered to the others first; unvested shares are usually forfeited or repurchased at cost. Without an agreement, the departing founder keeps the shares and the votes. The firm establishes the position, negotiates the exit and documents the transfer, the resignations and the releases.
Yes. The plan is adopted by the board and the shareholders, the pool is sized to the hiring planned, and grants are made at an exercise price the accountant supports with a valuation. Options promised before a plan existed, or at a price that cannot be defended, are the usual problem; the firm regularizes what has been promised before new grants are made.
A company-side review of the term sheet before it is signed, the securities exemption the round relies on and the filings it requires, the share terms and approvals for a priced round, and a closing that leaves the capitalization table reconciled. The firm runs the round and negotiates with the investors’ counsel; a single note on ordinary terms may fit the Funding Kit.
The general security agreement charges everything the company owns, the guarantee makes the owner personally liable, and the covenants restrict what the company may do without the bank’s consent: distributions, further borrowing, a sale. The firm reviews the package, negotiates the terms that can be negotiated, and prepares the corporate approvals and the opinion the bank requires.
Yes. The claim turns on whether the company or its majority has acted in a way that is oppressive or unfairly prejudicial to a shareholder’s reasonable expectations. The firm establishes the company’s position, advises on the steps short of court, whether disclosure, a buy-out or a negotiated exit, and where the matter proceeds coordinates litigation counsel while continuing to advise the company.
Before the first conversation with a buyer. The least costly time to fix a gap in the capitalization table, a missing assignment of intellectual property or a loose contract is before a buyer’s counsel finds it in diligence, and the letter of intent locks in more than most sellers expect. The firm prepares the company, then runs the transaction with the accountants on the tax side.
A summary of the company and the decision at hand is sufficient to begin. Every inquiry receives a reply within one business day.