Business

The attorneys in Ferrari Ottoboni Caputo & Wunderling LLP’s Business group have been representing businesses, technology companies and family-owned enterprises for over 50 years. We advise businesses throughout their lifecycles, from formation, during their operation and finally through the final disposition, through a sale or merger or inheritance. Our business clients have included many local industries including agriculture and ranches, software, RF/microwave, construction, distribution, professional sports, clean tech, renewable energy, semiconductor, and real estate. Teaming with our Trust and Estate group, our business attorneys develop business succession plans that are tax effective and address the interpersonal issues of the transition of a family business to the next generation.

Our business practice focuses on the following areas:

  • Business Formations and Operations Counseling
  • Mergers, Acquisitions and Shareholder Buyouts
  • Business Succession Planning
  • Intellectual Property and Technology Transactions
  • Financing and Venture Capital Transactions
  • Employment Matters and Equity/Stock Option Plans
  • Nonprofit Corporations

Business Formations and Operations Counseling

We represent startup corporations, LLCs and partnerships, and advise businesses in a variety of general business matters, including the structuring of new entities, founders agreements, buy-sell agreements, key person insurance, partnership agreements, and commercial transactions.

Mergers, Acquisitions, and Shareholder Buyouts

We have counseled buyers and sellers in hundreds of mergers, acquisitions and shareholder buyout transactions. Representation includes all aspects of an M&A transaction; including overall structuring of transactions; negotiation and drafting of non-disclosure agreements, term sheets and definitive agreements; analysis of antitrust issues; and handling of all due diligence matters.

Business Succession Planning

Planning to leave a closely held company to your children can be an emotional and expensive process. We develop business succession plans that maximize the property, income and estate tax benefits of the plan, while also providing for the ongoing income needs of the parents. We develop and maintain active relationships with advisors in other disciplines including CPAs, financial advisors and psychologists to make sure that the transition to the next generation is as seamless as possible without disrupting the operations or profitability of the business.

Intellectual Property and Technology Transactions

We represent businesses in a variety of technology matters. We advise on the protection of intellectual property including trademarks, trade secrets and copyrights. We negotiate and prepare agreements for the licensing and development of software, semiconductor, RF/microwave electronics and other technologies. We file and prosecute federal trademark applications on behalf of clients. We have also counseled companies on export control matters including the application of Export Administration Regulations (EAR) and International Traffic in Arms Regulations (ITAR).

Financings and Venture Capital Transactions

We represent businesses and investors in financing and venture capital transactions, including offerings of common stock, preferred stock and convertible debt. Our experience includes Regulation D, Regulation S, blue sky offerings, California fairness hearings, and other securities laws compliance matters.

Employment Matters and Equity Plans

We counsel companies and employees in general employment law matters, including employment, independent contractor and proprietary information agreements, and the structuring of equity compensation and stock option plans.

Nonprofit Corporations

We advise nonprofit corporations, private foundations, and chartable organizations in formation, tax and governance matters.