A Virtual Legal Department for Privately Held Companies
Technology and Internet startups, as well as certain privately held emerging-growth companies, frequently cannot justify employing full-time in-house counsel to handle day-to-day recurring corporate legal matters despite having an ongoing need for this type of support. Many such clients, including venture capital backed emerging companies, retain DPA Law Group to act as its "outside general counsel," an arrangement which provides the client with a virtual in-house corporate legal department at a fraction of the human capital cost. While serving in this capacity it rarely take us more than 30 minutes to respond to a client's service request.
Services Provided
The services we provide when as general corporate counsel (generally remotely from our downtown San Jose offices, or, as appropriate, at the client's Silicon Valley facility) include:
- Drafting, distributing and collecting necessary board and shareholder written consents and maintaining the hard copy of corporate minute books and stock ledgers and electronic copies other corporate records and agreements;
- Attending board and stockholder meetings, generating the minutes and resolutions for the same and providing related counsel and advice;
- Advising on corporate governance issues generally;
- Causing the corporation to be qualified as a foreign entity in jurisdictions where its conduct of business so requires;
- Amending, as required, articles of incorporation, bylaws or, as applicable, certificates of incorporation;
- Providing transactional contract support: reviewing, revising, drafting and, where appropriate, negotiating inbound and outbound agreements with vendors, service providers, officers, consultants, customers, partnering agreements, and lenders and generating online terms of use and privacy policy statements, services agreements and vendor/supplier agreements;
- Drafting and structuring of equity and non-equity based incentive compensation and stock option plans and individual equity awards;
- Managing outside litigation and liaising with outside patent counsel;
- Reviewing, and, as applicable, revising and negotiating commercial property lease agreements;
- Preparing and negotiating employment separation and severance agreements;
- Engaging in pre-hire review of certain candidates prior employment circumstances to ensure compliance with third party trade secret and IP rights;
- Providing and maintaining a client suite of incoming employment, proprietary rights, invention assignment and independent contractor agreements;
- Preparing restricted stock purchase agreements as incentives for certain independent contractors;
- Representing the company in venture finance rounds, including reviewing, negotiating and drafting financing transaction documents and supporting due diligence production and control; and,
- Causing government filings, including exempt security transaction notice filings, annual company statements and the like to be prepared and filed as necessary.
Owing in part to prior practice experience with national and international law firms, we recognize the need for companies to maintain relationship(s) with outside counsel who are specialists in certain practice areas. We maintain relationships with many such specialists and seek to serve our clients' interests by promoting the most cost-effective distribution of legal work to ensure that the client quality legal representation overall.
We offer emerging growth companies several billing alternatives for general counsel services. These include competitive traditional hourly fees, a fixed monthly retainer and/or fixed priced legal services for certain deliverables.
Contact us to learn more about our firm, our general corporate services, and how we might be able to help you. You can reach Andrew (Drew) Piunti by phone at 888-915-5520 ext. 7 or via e-mail.
