This document provides information about selecting and working with corporate attorneys. It discusses when a company may need an attorney, such as forming a business, drafting agreements, or mergers and acquisitions. It also explains why an attorney can help by navigating regulations, limiting liability, and benefiting from their experience. The document gives an overview of attorney costs, such as billable hours ranging from $100-1150. It provides tips for choosing an attorney, such as asking other professionals, meeting attorneys in person, and researching experience.
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Inc.
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• Web-‐based
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3. About
Evan
Pickering
Corporate
Associate,
Seed
Mackall
LLP
Formerly
with
O’Melveny
&
Myers
LLP
and
Arnold
&
Porter
LLP
in
San
Francisco
PracKce
primarily
includes
debt
and
equity
financings,
mergers
and
acquisiKons,
and
corporate
governance
4. When
Does
Your
Company
Need
a
Corporate
AXorney?
Before
Forming
a
Business
² ConsideraKons
of
different
enKKes
FormaKon
Process
² CorporaKon
–
Always
² LLC
and
Partnerships
–
Depending
on
structure
DraLing
Key
Agreements
² Employee
agreements
² Non-‐disclosure
agreements
² Supplier
agreements
Incurring
SubstanKal
Debt
Mergers
and
AcquisiKons
5. Why
Does
Your
Company
Need
a
Corporate
AXorney?
Complex
and
MulK-‐Kered
Regulatory
Schemes
²
SEC
and
blue
sky
filings
²
FinCen
and
surety
bonds
²
Dodd
Frank
LimiKng
Liability
²
Blocker
enKKes
Reducing
Taxes
²
California
Gross
Receipts
Tax
BenefiKng
from
Broad
Experience
² Market
Terms
² Reduced
transacKons
costs
StarKng
Right
Saves
Money
Later
² Cleaning
up
corporate
issues
prior
to
liquidity
event
6. Why
Does
Your
Company
Need
a
Corporate
AXorney?
Agreements
Benefit
From
Experience
² Understanding
nuances
in
terminology
² IdenKfying
terms
of
art
² Borrower
will
take
such
steps
as
Bank
requests
to
obtain
the
consent
of
any
person
whose
consent
is
necessary
for
any
Restricted
License
to
be
deemed
“Collateral”
² Borrower
will
use
its
best
efforts
to
take
such
steps
as
Bank
requests
to
obtain
the
consent
of
any
person
whose
consent
is
necessary
for
any
Restricted
License
to
be
deemed
“Collateral”
² Borrower
will
take
such
commercially
reasonable
steps
as
Bank
requests
to
obtain
the
consent
of
any
person
whose
consent
is
necessary
for
any
Restricted
License
to
be
deemed
“Collateral”
Legal
Knowledge
Ensures
Agreements
Perform
as
Intended
² Terms
that
conflict
with
applicable
laws
and
regulaKons
² California
CorporaKons
Code
• AXorneys
fees
• Non-‐Competes
• Independent
Contractor
–
Employee
² Ambiguous
terms
can
cost
you
7. Why
Does
Your
Company
Need
a
Corporate
AXorney?
The
following
language
was
contained
in
a
contract
between
two
companies.
The
outcomes
of
the
dispute
in
this
case
was
worth
approximately
$1,000,000
“This
Agreement
shall
be
effecKve
from
the
date
it
is
made
and
shall
conKnue
in
force
for
a
period
of
five
(5)
years
from
the
date
it
is
made,
and
thereaLer
for
successive
five
(5)
year
terms,
unless
and
unKl
terminated
by
one
year
prior
noKce
in
wriKng
by
either
party.”
8. How
Much
is
A
Corporate
AXorney?
The
Billable
Hour
² $100
-‐
$1150
Flat
Fee
Arrangements
Blended
Rates
Cost
Savings
Tips
² Leverage
Associates
² Ask
for
for
updates
on
fees
when
certain
amounts
are
reached
² NegoKate
discounts
-‐
Prompt
payment;
Corporate
counsel
discounts
² Be
prepared
when
you
contact
your
aXorney
² Pitches
² Meet
with
your
lawyer
regularly.
A
monthly
five-‐
or
10-‐minute
meeKng
(even
by
phone)
can
save
you
substanKal
sums
by
nipping
small
legal
problems
in
the
bud
before
they
have
a
chance
to
grow
9. Which
Corporate
AXorney?
Things
not
to
do:
² Websites
that
rate
lawyers
² AdverKse
on
TV,
Billboards,
Bustops
² Your
friend
that
went
to
law
school,
but
who
has
no
experience
Things
to
do:
² Ask
other
respected
business
professionals
² Meet
aXorneys
in
person
at
business
funcKons
² Do
your
Internet
homework
² IdenKfy
authors
of
applicable
research
and
publicaKons
² UKlize
law
firm
websites
11. Which
Corporate
AXorney?
QuesKons
to
Ask
an
AXorney
² Experience
² Rates
² What
overhead
expenses
will
be
passed
on
to
client
² Responsiveness
² Open
to
meeKng
² Team
composiKon
² EducaKon
² CombaKve
or
measured
and
fair
12. Which
Corporate
AXorney?
Large
Firm
² Offer
specializaKon
in
a
range
of
complex
areas
² BeXer
able
to
accommodate
large
volumes
of
work
and
Kght
turnaround
Kmes
² Global
presence
and
naKonal
name
recogniKon
² Expensive
with
high
overhead
² High
partner-‐associate
leverage
can
result
in
inefficiencies
and
decreased
partner
aXenKon
² Larger
teams
and
more
frequent
turnover
Small
Firm/Solo
PracKKoner
² Lower
fees
² Low
partner-‐associate
leverage
results
in
increased
partner
involvement
² BouKque
firms
can
offer
more
specializaKon
in
certain
niche
areas
² More
limited
resources
and
range
of
experKse
² More
research
required
to
idenKfy
high-‐quality
firms