Corporate Transactions and Governance

Corporate Transactions:

Dhillon & Smith’s team of highly trained and experienced attorneys regularly serves the function of outside general counsel to private companies, handling matters ranging from entity formation, stock issuance, capitalization, restructuring and strategic partnerships to corporate governance matters. We also represent corporations and major shareholders in requests for inspection and demands for accounting, working with a team of accounting and tax professionals to make sure that the entity’s leadership can focus on their business while we take care of legal details. Our representative transactions have included negotiating and documenting a multi-million-dollar joint venture between a Chinese corporation and an Oakland software developer; a three-way buy-back and third party sale of stock between an Australian shareholder, a Bay Area solar device manufacturer, and its UK subsidiary; and raising capital and documenting equity investments in single-asset entertainment and real estate ventures. We also represent founders and senior executives as their private counsel in change-of-control or major equity transactions, ensuring that their interests are protected in a way that counsel for the company often will not, or ethically cannot. Term sheets, proposed capitalization structures, employment agreements, intellectual property prosecution and protection – all are routine elements of our corporate practice. We welcome new and challenging deals regularly.

Corporate Governance:

Our attorneys are called upon to assist corporations going through changes such as management reshuffling, dealing with the consequences of former management decisions, restatements of earnings, or even government investigations into alleged regulatory improprieties, including securities compliance and Sarbanes-Oxley issues. From internal investigations (which we handle discreetly with a team of trusted outside professionals, as needed, including CPAs and private investigators) to employment discrimination claims against senior management to counseling on appropriate disclosures to attending board meetings and counseling on procedural matters in boardroom disputes, our attorneys are ready to step in and guide our clients through the ever-growing regulatory thicket that poses a challenge to corporations large and small – all in a highly skilled and fiscally prudent manner. We recognize that our clients are in the business of creating value, and our work allows them the freedom to focus on that goal.