Business and Corporate Law
Mergers and Acquisitions
GPS Law Group’s attorneys have represented all types of businesses in merger and acquisition transactions, from small family owned businesses to large international public companies in industries ranging from retail liquor stores to space tourism. Our breadth of experience includes representing LPs, LLCs and partnerships in acquisitions and sales of assets, partnership interests and membership interests. We also handle asset and stock dispositions, reorganizations, and transactions with non-profit organizations.
We tailor our advice and solutions to each business, industry, and specific transaction to deliver results at cost effective price points.
Limited liability companies have become the entity of choice for most businesses due to their flexibility and limitation of liability features. While some LLCs can be simple, they can also become dauntingly complex for tax planning, ownership structuring and governance.
LLCs and Operating Agreements
Our attorneys at GPS Law Group are acknowledged leaders in the Maryland Bar for LLCs and have represented hundreds of clients that use LLCs for all kinds of purposes including holding companies for intellectual property assets, holding companies for real estate title, operating business, non-profit subsidiaries, business line subsidiaries, family owned vacation homes, professional medical and legal practices, tax planning structures for real estate investments.
Operating agreements for LLCs are not one-size-fits-all, and using an agreement that meets the needs of our clients is essential providing value to our clients to ensure that buy-out rights, governance and voting rights, inspection and audit rights, capital call provisions, and rights of first refusals align with our clients’ needs as members of an LLC. We also advise clients on the unique issues involved with getting priority security interests in LLCs in Maryland and the UCC Article 8 opt-in requirements for pledges of membership interests as certificated securities. Our lender clients rely on this expertise to ensure that their loan collateral is protected with senior security positions and that they can step into the shoes of a borrower in default or liquidate a borrower’s position in a foreclosure.
Corporate Governance
The fiduciary duties of corporate directors, managers of LLCs or LPs, and majority owners are the starting point for corporate decision making. The attorneys at GPS Law Group have extensive experience in advising clients on their fiduciary obligations on both the routine and extraordinary decisions they encounter. Additionally, we proactively advise decision makers on negotiating fiduciary duties issues in shareholder agreements, operating agreements and joint venture agreements to clarify and minimize the potential risk for decision makers. Our attorneys have provided expert testimony on fiduciary duty obligations in Maryland, and have held prominent positions with the Maryland Bar Association dealing with these issues.
Business Succession Planning
The transfer of ownership of a private or family- owned business is a unique challenge that can lead to tax issues, family dynamic issues, management issues, and can overall affect the ongoing viability of a business. GPS Law Group advises companies and individual owners on corporate succession planning ahead of retirement of key owners, and in connection with planning for the unexpected death or disability of an owner.
Capital Raising
Our attorneys help private companies raise capital and investors make investments in all types of capital raising transactions including friends and family convertible note financing, series seed financing, angel funding, venture capital series investing, follow-on financing, and private placements.
We help our clients with all phases of capital raising, including self-diligence, drafting term sheets, drafting deal documents, managing closings, planning and documenting exemptions from registration, blue sky compliance, documenting offering statements, etc.
Corporate Governance
The fiduciary duties of corporate directors, managers of LLCs or LPs, and majority owners are the starting point for corporate decision making. The attorneys at GPS Law Group have extensive experience in advising clients on their fiduciary obligations on both the routine and extraordinary decisions they encounter. Additionally, we proactively advise decision makers on negotiating fiduciary duties issues in shareholder agreements, operating agreements and joint venture agreements to clarify and minimize the potential risk for decision makers. Our attorneys have provided expert testimony on fiduciary duty obligations in Maryland, and have held prominent positions with the Maryland Bar Association dealing with these issues.
Business Succession Planning
The transfer of ownership of a private or family- owned business is a unique challenge that can lead to tax issues, family dynamic issues, management issues, and can overall affect the ongoing viability of a business. GPS Law Group advises companies and individual owners on corporate succession planning ahead of retirement of key owners, and in connection with planning for the unexpected death or disability of an owner.
Capital Raising
Our attorneys help private companies raise capital and investors make investments in all types of capital raising transactions including friends and family convertible note financing, series seed financing, angel funding, venture capital series investing, follow-on financing, and private placements.
We help our clients with all phases of capital raising, including self-diligence, drafting term sheets, drafting deal documents, managing closings, planning and documenting exemptions from registration, blue sky compliance, documenting offering statements, etc.
Business Formation and Structuring
Choosing a business structure determines how a new company operates and how it is taxed. GPS Law Group will help you select the best structure to fit a company’s needs and growth.
Our quick turnaround formation services offer everything you need to get up and running, including: state filing documents, fully customized governing documents (articles of incorporation, operating agreements, shareholder agreements, etc.), EIN, and required tax filings.
More importantly, we approach each business as a unique planning opportunity to ensure that the founder’s goals are met by minimizing taxes, maximizing estate planning possibilities, and ensuring future investments will not require costly restructuring.
Joint Ventures
GPS Law Group’s attorneys handle divestitures, joint ventures and strategic alliances. We structure these agreements with special attention to the business, tax and accounting consequences they may pose, creatively integrating these considerations to provide a cohesive solution. At the same time, we are adept at working to protect intellectual property, particularly in licensing agreements that are often at the heart of a strategic relationship.
Due Diligence
Whether it involves the purchase of a company, or a loan to a borrower, transactional due diligence is increasingly becoming a costly, but essential undertaking in corporate transactions. GPS Law Group takes a “value-add” approach to due diligence by leveraging technology to deliver an operational work product instead of the traditional due-diligence memo.
For example, we work with our buy-side clients to create interactive databases that organize contractual terms that can then be integrated into a contract management system. Our sell-side clients have leveraged this approach to prepare customized data rooms that speed up the diligence process.
Business Formation and Structuring
Choosing a business structure determines how a new company operates and how it is taxed. GPS Law Group will help you select the best structure to fit a company’s needs and growth.
Our quick turnaround formation services offer everything you need to get up and running, including: state filing documents, fully customized governing documents (articles of incorporation, operating agreements, shareholder agreements, etc.), EIN, and required tax filings.
More importantly, we approach each business as a unique planning opportunity to ensure that the founder’s goals are met by minimizing taxes, maximizing estate planning possibilities, and ensuring future investments will not require costly restructuring.
Joint Ventures
GPS Law Group’s attorneys handle divestitures, joint ventures and strategic alliances. We structure these agreements with special attention to the business, tax and accounting consequences they may pose, creatively integrating these considerations to provide a cohesive solution. At the same time, we are adept at working to protect intellectual property, particularly in licensing agreements that are often at the heart of a strategic relationship.
Due Diligence
Whether it involves the purchase of a company, or a loan to a borrower, transactional due diligence is increasingly becoming a costly, but essential undertaking in corporate transactions. GPS Law Group takes a “value-add” approach to due diligence by leveraging technology to deliver an operational work product instead of the traditional due-diligence memo.
For example, we work with our buy-side clients to create interactive databases that organize contractual terms that can then be integrated into a contract management system. Our sell-side clients have leveraged this approach to prepare customized data rooms that speed up the diligence process.
Early stage companies and investor representation
GPS law group assists startup company founders, early-stage investors, and early-stage companies navigate legal issues that are unique to early stage companies. Our attorneys have worked with early stage companies in the tech, biotech, and retail sectors to raise capital using series seed, SAFE, friends and family raises, convertible notes, and Series A preferred stock offerings. We also assist companies with equity compensation issues for recruiting and retaining staff with profit interests, option plans, and bonus plans that involve milestone and time vesting.
GPS Law Group assists our investor clients with advisor agreements, side-car deals, diligence, structuring preferred returns and protecting investments. We also have extensive experience efficiently working with startup companies with operational issues such as Software/SAAS and ecommerce agreements, licensing agreements, consulting agreements, shareholder buyout, and cap table management.
Commercial Contracts
The primary rule of contract law is to get it in writing. Every business transaction should be documented in a sound business contract. But not all contracts are created equal. Some leave the door open to misinterpretation. Others simply fail to provide adequate protections. Whether you own a small business or a large corporation with hundreds of employees, your business is only as strong as the contracts that govern its transactions and business relationships. At GPS Law Group , our business contract lawyers make boilerplate agreements strategic. Our goal is to protect your rights, get you paid, preserve your options and assets, and avoid the possibility of litigation. Contracts should dovetail with the business’s cash flow model and ensure that full payment will be made. If enforcement is required, often simple additions to a contract such as “fee shifting” provisions will make a contract more enforceable practically, and economically.
Early stage companies and investor representation
GPS law group assists startup company founders, early-stage investors, and early-stage companies navigate legal issues that are unique to early stage companies. Our attorneys have worked with early stage companies in the tech, biotech, and retail sectors to raise capital using series seed, SAFE, friends and family raises, convertible notes, and Series A preferred stock offerings. We also assist companies with equity compensation issues for recruiting and retaining staff with profit interests, option plans, and bonus plans that involve milestone and time vesting.
GPS Law Group assists our investor clients with advisor agreements, side-car deals, diligence, structuring preferred returns and protecting investments. We also have extensive experience efficiently working with startup companies with operational issues such as Software/SAAS and ecommerce agreements, licensing agreements, consulting agreements, shareholder buyout, and cap table management.
Commercial Contracts
The primary rule of contract law is to get it in writing. Every business transaction should be documented in a sound business contract. But not all contracts are created equal. Some leave the door open to misinterpretation. Others simply fail to provide adequate protections. Whether you own a small business or a large corporation with hundreds of employees, your business is only as strong as the contracts that govern its transactions and business relationships. At GPS Law Group , our business contract lawyers make boilerplate agreements strategic. Our goal is to protect your rights, get you paid, preserve your options and assets, and avoid the possibility of litigation. Contracts should dovetail with the business’s cash flow model and ensure that full payment will be made. If enforcement is required, often simple additions to a contract such as “fee shifting” provisions will make a contract more enforceable practically, and economically.
