Emerging Business

Cohen & Grigsby’s Emerging Business Group represents clients in the creation, financing and management of new and growing companies. Our clients include information technology, life science and many other diverse businesses sharing a common goal: to partner with experienced counselors who will guide them through every phase of their business and legal needs. The Group assists clients in all aspects of the business life cycle, including protecting and licensing ideas and intellectual property, technology transfer, financing, general corporate and business counseling, labor and employment matters, and exit strategies whether through mergers or acquisitions or an initial public offering.

Cohen & Grigsby’s Emerging Business Group provides a wide variety of services to new and growing businesses.

Protecting and Licensing Ideas and Intellectual Property
The Group counsels all types of industries in copyright, patent, trademark, and trade secret protection including:

Securing, maintaining and counseling on ownership and registration rights in patents, trademarks, service marks, domain names and copyrights both in the U.S. and abroad
Preparing and prosecuting patent applications in the U.S. and abroad in all areas of technology including, but not limited to: electrical, biotechnology, medical and diagnostic, chemical, software, telecommunications, and mechanical
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
Counseling clients on enforcing and defending their intellectual property rights in U.S. and abroad and litigating such issues
Licensing all forms of intellectual property
Negotiating and preparing the necessary documents for creating and recording a security interest and/or their reversion in trademarks and patents
Providing due diligence services between the U.S. and worldwide in relation to acquisitions, mergers and transfer of intellectual property in general
Customizing corporate intellectual property strategies

Technology Transfer
The Group negotiates with universities and other institutions to obtain rights to technology, generally through license agreements, in exchange for upfront payments, equity, royalties, or a combination. The Group also represents universities and other institutions in these types of transactions.

Financing
Counseling companies regarding formation, structure, and capitalization, including:

Seed or start-up capital
Angel investments
Bank debt and other private debt financing
Venture capital financing

The Group has also represented 9 of the top 25 private equity firms in Pittsburgh as designated by the Pittsburgh Business Times.

General Corporate and Business Counseling
The Group provides ongoing general corporate and business counseling to help clients manage the day to day affairs and demands of emerging companies, including:

Organizational planning and issues, including choice of entity
Compensation issues, such as equity based and executive compensation planning, stock option and purchase plans, and restricted stock arrangements
Fiduciary duties
Growth and acquisition strategie
Credit agreements, leases and other contracts with third parties
Business related immigration issues, such as obtaining appropriate employment authorized visas to facilitate international transfers, advising multinational employers on potential corporate and individual tax consequences of transferring personnel internationally, and advising U.S. employers generally with respect to liability under immigration laws
Employment issues such as offer letters, employment, noncompete 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 issues such as 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 shareholders agreements, restructuring, dissolution, and transferring business interests to “younger generations” of owners

Exit Strategies
As emerging companies grow and expand, Cohen & Grigsby assists their owners and management in determining and executing the best exit or growth strategies including strategic alliances, sale, merger, acquisition, and private or public offerings. Representative transactions include:

Representing companies in structuring, negotiating and preparing joint venture, alliance and marketing agreement
Representing buyers, sellers and lenders in a variety of merger, acquisition and disposition transactions
Assisting shareholders in determining whether a sale (or another transaction, such as a reorganization or refinancing) is in their best interest
Performing due diligence or dissolving the selling corporation once the transaction is complete
Initial public offerings and ongoing securities compliance issues