Emerging Business

Young companies are destined to experience both the excitement and challenges of the business world. The excitement comes from transforming ideas to new products that may captivate the marketplace. Yet challenges are everywhere. Start-ups face so many issues simultaneously that even the most entrepreneurial of them could be overwhelmed.

That’s where Cohen & Grigsby’s Emerging Business Group steps up. We provide emerging entities with expert legal services, of course, but our assistance goes far beyond that. Driven by our “Culture of Performance,” we are committed to the success of our clients. To that end, we assist young companies with the range of challenges they face by offering advice on how and when to staff up; links to financing sources and potential board members and senior advisors; recommendations on accounting, communications and other outsource professionals, and general mentoring. The diverse expertise of the attorneys in our Emerging Business Group allows us to offer these services and, in effect, partner with our clients in rewarding relationships that typically endure for many years.

We represent clients in such sectors as information technology, biotechnology and life sciences, among many others, assisting them in all aspects of the business life cycle — protecting and licensing ideas and intellectual property, technology transfer, financing, general corporate and business counseling, labor and employment matters, exit strategies.

Protecting and Licensing Ideas and Intellectual Property

Our counsel on copyright, patent, trademark and trade secret protection includes:

• Securing, maintaining and advising on ownership and registration rights in patents, trademarks, service marks, domain names and copyrights, both in the U.S. and abroad
• Preparing and filing patent applications in the U.S. and abroad in all areas of technology including electrical, biotechnology, medical and diagnostic, chemical, software, telecommunications and mechanical
• Representing clients in complex proceedings before the United States Patent and Trademark Office
• Rendering invalidity and infringement opinions
• Prosecuting and maintaining trademarks and copyrights
• Protecting trade secrets and confidential technology
• Advising clients on enforcing and defending their intellectual property rights in the U.S. and abroad and litigating such issues
• Licensing all forms of intellectual property
• Negotiating and preparing the necessary documents for creating and recording security interests and/or their reversion in trademarks and patents
• Providing due diligence services between the U.S. and other nations in relation to acquisitions, mergers and transfer of intellectual property in general
• Customizing corporate intellectual property strategies 

Technology Transfer

We negotiate with universities and other institutions to obtain rights to technology, generally through license agreements, in exchange for up-front payments, equity, royalties, or a combination of those considerations. We also represent universities and other institutions in such transactions.

Financing

Acquiring timely financing can be a make-or-break issue for fledgling organizations; our group excels at identifying financing sources for our clients. In addition, we have represented nine of the Top 25 private equity firms in Pittsburgh as designated by the Pittsburgh Business Times.

In counseling companies regarding formation, structure and capitalization, we help them pursue and acquire:

• Seed or start-up capital
• Angel investment
• Bank debt financing and other private-debt funding
• Venture capital financing 

General Corporate and Business Counseling

Our attorneys provide ongoing counsel to help clients manage their demanding day-to day affairs, including:

• Organizational planning, including such key matters as business structure, name and initial headquarters
• Compensation issues, such as equity-based and executive compensation plans, stock option and purchase plans, and restricted stock arrangements
• Fiduciary duties
• Growth and acquisition strategies
• Credit agreements, leases and other third-party contracts
• Business-related immigration issues, such as obtaining appropriate employment- authorized visas to facilitate international transfers, the potential corporate and individual tax consequences of transferring personnel internationally, and general liability under immigration laws
• Employment issues such as offer letters; employment, non-compete and similar agreements; independent contractor classification issues, and employment policies
• Strategies to avoid or minimize employment-based claims and defend against such early claims to avoid precedent setting
• Personnel file and other document-retention issues
• E-commerce issues such as distribution of services and products; contracts between service providers and service recipients; encryption; digital signatures; privacy and content regulation; tax and litigation issues; domain name, and Website design, development and hosting agreements
• International commerce matters including international sales and licensing; international tax; international content and privacy regulations; customs issues and export regulations, and international joint ventures and alliance agreements
• Estate planning advice in connection with closely held businesses, including shareholder agreements, restructuring, dissolution and transferring business interests to “younger generations” of owners 

Exit Strategies

As emerging companies prosper and expand, our attorneys help owners and management determine and execute the best exit or growth strategies including strategic alliances, sale, merger, acquisition, and private or public offerings.  Our Emerging Business Group has:

• Represented clients in structuring, negotiating and preparing joint venture, alliance and marketing agreements
• Represented buyers, sellers and lenders in a variety of merger, acquisition and disposition transactions
• Assisted shareholders in determining whether a sale, reorganization or refinancing would be best for them
• Performed due diligence on the option of dissolving the selling corporation following the completion of the transaction
• Helped clients package initial public offerings and advised on related securities compliance issues