What We Do

Our clients can rely on us to be an honest sounding board for a broad range of legal and business issues. If you need a partner to talk through a new idea, a risky decision or a recurring irritation, we can help. After years of helping other business owners in your position, we can leverage that experience for you. We can offer Outside General Counsel services in a monthly flat fee package that include:

• Attending standing weekly, bi-weekly, or monthly management meetings

• Reviewing your operations for opportunities to reduce risk and isolate liabilities

• Reviewing supplier agreements, distributor agreements, customer agreements, warranties, and indemnities with an eye to reducing your liability, avoiding disputes, and complying with law

• Preparing template agreements that reduce liability, reduce the risk of disputes, and enhance your remedies in the event the other parties involved default on their obligations

• Reviewing insurance policies and making recommendations and providing templates for insurance requirements you can include in your contracts

• Reviewing intellectual property assets and engaging counsel for trademark and patent work

• Reviewing independent contractor agreements, employee handbooks, engage employment law counsel

• Review transactions by and among affiliates and properly document such transactions, whether shareholder loans, distributor agreements, or otherwise

• Review leases, lease renewals, maintenance and repair issues, common area operating expense questions

• Maintain company minute books, prepare annual consents if required, serve as the registered agent who receives service of process on behalf of the company, file business license applications and Fictitious Business Name Statements

• Negotiate and document settlement agreements before disputes escalate

• Manage counsel with subject matter expertise on privacy, tax, employment, and litigation matters

Our transactional practice is the core of our business. We represent clients in structuring, negotiating, documenting and closing transactions involving mergers, acquisitions, stock sales, asset dispositions, real estate sales and development transactions, joint ventures, majority and minority investments, structured finance transactions, restructurings and recapitalizations, and similar matters ranging in size from small and mid-market deals to hundred million dollar transactions. We see ourselves as facilitators and value-added business partners, not obstructionists. We do a lot of these and we are confident we can do them better and more cost-effectively than the competition.

We take your idea and help you turn it into a business, then help you grow it and help you protect it. Along the way we can help you with:

• startup counseling

• formation of corporations, LLCs and partnerships

• founders’ agreements, shareholders’ agreements, buy-sell agreements, operating agreements, and partnership agreements

• employment and independent contractor/consulting agreements

• intellectual property matters, including confidentiality and inventions assignment agreements, terms of service/use and privacy policies

• commercial contracts, including distribution agreements, services agreements, design and developer agreements, reseller agreements and vendor agreements

• corporate governance, board of director and shareholder matters and voting agreements

• equity and non-equity based incentive compensation and option plans

• bank documents and agreements

• trademark advice and registration

Securities laws are complex and require experienced lawyers to help navigate them. But just as important as being able to navigate the laws and regulations, we know the players, current trends, potential investors, investment bankers, consultants, and market terms. We can assist you in finding and structuring fair, effective securities transactions, including:

• capital structure creation and tracking

• seed and Angel financings, including “friends & family” rounds

• venture capital financings

• subscription agreements and private placements

• SEC and state securities filings

• reverse mergers into public company shells to access capital markets

• fund formation

• SEC compliance

What you know, create, invent and build has value. We help you identify, evaluate, capture, safeguard and use your intellectual property to maximize that value. We will help you with:

• protecting your trade secrets and confidential information

• intellectual property protection when hiring or terminating employees and contractors

• intellectual property ownership in development, design and manufacturing agreements

• registering and protecting trademarks, trade names and other intellectual property

• licensing intellectual property to and from others

• intellectual property transfers and assignments

We can help you buy, sell, finance or lease your real property, quickly and efficiently. You will not find the typical deal killer lawyer at Carter West. We will explain your options, give you our advice and let you chose how aggressive you want to be in negotiations.