Entity Selection and Business Formation
GE provides our clients with guidance on choosing an appropriate entity to suit their business needs and specific goals. We also act as the company’s outside general counsel to provide continuing legal and business advice for its ongoing operations and governance.
The scope of entity formation services we provide includes:
- Formation of corporations, limited liability companies and limited partnerships structured specifically for the client’s financing and operational needs
- General corporate governance and counseling
- Founder, shareholder, and operating agreements
- Buy-Sell agreements among owners and key equity holders
- Stock option, profits-only interests, and phantom stock plans; equity grants, and other executive compensation
Business Transactions, Contracts, and Business Law
GE provides services with respect to all matters arising during the life of a business. We represent individual owners as well as partnerships, corporations and limited liability companies.
Services related to general business operations and transactions includes:
- Purchase and sale agreements for the acquisition of equity and assets
- Equity and debt financings
- Negotiating and drafting of commercial leases
- Management contracts
- Service and independent contractor agreements
- Trademark and intellectual property licensing agreements
- Confidentiality, trade secret, and non-compete agreements
- Purchase, sale and merger agreements
- Mergers, consolidations, strategic alliances, rollups, and entity combinations
- Joint venture agreements
- Dissolution
Private Equity and Debt Financing
GE counsels entrepreneurs and business owners in the process of raising capital from investors and lenders through the sale of equity and debt securities. We also provide advice on optimal capital structures for such investments or loans. In addition, we assist in negotiations with securities purchasers. GE has extensive experience in handling private equity and debt offerings of all sizes.
The scope of our private equity and debt financing services includes:
- Formation of holding, investment, and management entities
- Creation of investment and lending structures
- Pre-offering bridge financing documentation, including convertible or fixed promissory notes and bridge financing documents
- Equity and debt financing documentation
- Private placement memorandums and other investor disclosure documents
- Stock and note purchase agreements
- Subscription agreements
- SEC notice and state blue-sky compliance
Hospitality Industry Law
GE works with individual and corporate restaurateurs, multiple unit operators, restaurant and beverage groups, boutique hotels, bars, breweries, cafés, chefs and nightclubs in all aspects of the hospitality industry. Whether you are looking to acquire or sell a restaurant or other hospitality business, finance an acquisition or operation, or need advice with opening, managing and/or operating your hospitality business, we are here to provide our expertise. Our hospitality industry practice is geared towards assisting clients to find the right operating and investment structure for their concepts.
In addition, we maintain a network of consultants and professionals in the hospitality industry to help you with your industry related needs, including commercial real estate, alcoholic beverage licensing, planning and zoning, immigration and employment law, as well as accounting, bookkeeping, and financing.
The scope of our hospitality industry law services includes:
- Entity formation and maintenance
- Capitalization and financing (equity and debt)
- Founder, shareholder, and operating agreements
- Commercial leasing
- Asset purchase agreements (including liquor license transfer and acquisition)
- Distribution and supply agreements
- Licensing Agreements
- Management and other services agreements
- Executive Chef and key employee agreements
- Confidentiality, trade secret, and non-compete agreements
Real Estate Law and Commercial Leasing
GE assists our clients in negotiating various types of commercial real estate leases and acquisitions, ensuring that they obtain the optimal space for their business needs. We have experience with drafting and negotiating leases in all types of commercial real estate developments, including multi-tenant shopping malls, mixed-use residential/commercial developments, and single-tenant commercial properties.
The scope of real estate law and commercial leasing services we provide includes:
- Commercial Leasing
- Lease renegotiations, renewals, and terminations
- Negotiation and resolution of disputes with landlords and property owners
- Commercial Property Acquisition
Trademark and Tradename Protection
GE has extensive expertise in trademark applications with the United States Patent and Trademark Office (USPTO). We also consult clients regarding general protection of their trade names and trade dress, to ensure that they preserve the value built up in their brands.
The scope of our trademark and trade name protection services includes:
- Prosecution of trademark applications with the USPTO
- Trademark assignments
- Trademark licensing
- Opposition and cancellation actions in front of the Trademark Trial and Appeal Board
- Consent and co-existence agreements
- Negotiation and resolution of trademark and trade name infringement disputes
- Confidentiality, trade secret, and non-compete agreements
- General consulting on trade name and trade dress protection
Alcoholic Beverage Licensing
In conjunction with our hospitality practice, we assist a wide array of restaurant, bar, hotel and brewery/brewpub clients in, transferring and/or acquiring retail alcoholic beverage licenses.
The scope of our alcoholic beverage licensing services includes:
- Premises to Premises and person to person transfers of liquor licenses
- Acquisition of liquor licenses
- Applications for original issue licenses
- Negotiations regarding restrictions with respect to hours of operation and other matters.
- Operational compliance issues
