Corporate & Tax

Emerging Business + Technology

From the birth to the sale of a technology company, entrepreneurs and the company’s other stakeholders face many business and legal challenges that can be overwhelming and neglected and can potentially place the business at a competitive disadvantage.

Cohen & Grigsby’s Emerging Business + Technology Group has decades of experience in helping innovation get to market. We are business and legal counselors who know and understand the issues likely to arise in the infancy and growth of a high potential technology business and the importance of guiding the company through dangerous obstacles in a cost-effective manner.

Our goal is to add value. We do that by working to understand your needs first. We routinely provide business, legal, intellectual property and tax counsel to robotics, life science, information technology, energy and other emerging and established companies, as well as to the founders themselves, angel investors, venture capital funds, and institutions engaged in business and technology acquisitions, spin-offs and joint ventures. We represent these companies and stakeholders in all phases of business formation, technology transfer from universities and research institutions, intellectual property protection and planning, financing, operations, strategic partnerships, and exit transactions. We also provide key ancillary services, such as employment, immigration and litigation, when needed.

In short, we help our clients navigate the challenges and transform ideas to new products and solutions that challenge and change the marketplace. Our commitment to innovation includes our AlphaLaw program in conjunction with Pittsburgh’s nationally recognized Innovation Works accelerators – AlphaLab and AlphaLab Gear. One of the first programs of its kind in the country, AlphaLaw provides key legal services to AlphaLab and AlphaLab Gear companies during their formative growth stages. And, whether it’s working with groups of newly-minted entrepreneurs at an accelerator or established technology companies looking to super-charge their growth, we partner with our clients in rewarding relationships that typically endure for many years. We welcome the opportunity to talk with you about whatever your needs may be in the technology landscape.

Here is an overview of the services provided by the Emerging Business + Technology Group:

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 (C corporation, LLC or S corporation), name and state of formation
  • Stockholder/operating agreements, proprietary rights agreements, and restricted stockholder agreements with appropriate equity allocations and vesting
  • Compensation issues, such as equity-based and executive compensation plans, stock option and purchase plans, and restricted stock arrangements
  • Commercial agreements, including terms and conditions of sale, distribution and supply agreements, and industry-specific relationships with customers and vendors
  • Credit agreements, leases and other third-party contracts
  • Growth and acquisition strategies
  • Fiduciary duties of board members and officers
  • 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, cyber security and data protection issues, such as distribution of services and products, contracts between service providers and service recipients, encryption, digital signatures, data security, privacy and content regulation, 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
  • Real estate, including short-term and long-term leases, property acquisition, and new construction
  • Estate planning advice, including reducing estate taxes on wealth accumulated through a successful exit transaction

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 U.S. 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 and growing organizations. The Emerging Business + Technology Group excels at identifying appropriate financing sources for our clients and negotiating favorable terms. In addition, we represent many angel investor and instituted investors, including venture capital and private equity funds.

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

  • Start-up capital, including founders, friends and family, and development agency funding
  • Angel investment, including convertible debt, SAFE and series seed financing
  • Venture capital financing, including multiple rounds of preferred stock financing
  • Bank debt financing and other private-debt funding

Exit Strategies

As technology companies prosper and expand, the Emerging Business + Technology Group helps owners and management determine and execute the best exit or growth strategies, including strategic alliances, sale, merger, acquisition, and private or public offerings. This includes:

  • Representing clients in structuring, negotiating and preparing joint venture, alliance and marketing agreements
  • Assisting shareholders in determining whether a sale, reorganization or refinancing would be best for them
  • Representing buyers, sellers and lenders in a variety of merger, acquisition and disposition transactions
  • Helping clients package initial public offerings and advising on related securities compliance issues

360 Emerging Business (PDF)