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Business & Corporate Transactions

Legal Assistance with Business & Corporate Transactions

Experienced counsel for business transactions throughout the DC Metro area

Caulkins & Bruce is a strategic partner to entrepreneurs, start-up companies, and established businesses moving ahead in the business community. Our Arlington lawyers provide practical advice and prepare needed agreements and documents in an efficient, cost-effective and timely manner. Caulkins & Bruce can assist with a range of business matters in Northern Virginia, including:

  • Business formation and planning
  • Shareholder/operating/partnership agreements
  • Corporate governance
  • Employment contracts
  • Stock option plans and transfers
  • Joint venture agreements
  • Contract preparation and review
  • General counsel services
  • Business acquisitions and sales
  • Franchise agreement preparation

A legal team that understands your culture, business methods, goals and policies is a valuable asset to a growing company. We believe in gaining a complete understanding of our clients’ businesses so that we can better assist in managing relationships with their customers, suppliers, employees, and consultants.

Learn about how we can help you with:

Business structure for startups and growing companies

Entrepreneurs face enough challenges when setting up and running a new business. Establishing the correct legal structure for new ventures early on lets you focus on growing your company.  We help clients understand the legal ramifications of growth, funding, and exit strategies that establish the most advantageous corporate and capital structures. We look at both the short term and long term issues associated with each strategy, to assist our clients in making decisions that will work in the short term, and prove sound down the line as  their business grows and matures.

Caulkins & Bruce has years of experience in structuring startups and helping them grow. We create the framework to manage the complex relationships between each company’s founders, investors, employees and other stakeholders. Our attorneys work closely with our clients in preparing all of the documents needed to get their business started including:

For corporations:

  • Articles of Incorporation
  • Bylaws
  • Initial meeting minutes
  • Shareholder Agreements

For limited liability companies:

  • Articles of Organization
  • Operating Agreements

For all types of business organizations:

  • Option Plans
  • Non-Disclosure Agreements for employees and potential business partners
  • Assignments of intellectual property

Emerging companies often find it advantageous to restructure their businesses as they mature. The attorneys at Caulkins & Bruce have assisted numerous clients with corporate restructurings, including:

  • Stock splits
  • Reverse stock splits
  • Spin-offs
  • Recapitalizations
  • Other reorganizations

Business transactions

Caulkins & Bruce provides transactional legal representation to a diverse portfolio of emerging and established businesses. Many of our clients utilize us as their outside general counsel to provide day-to-day legal services without incurring the cost of full-time in-house counsel. Others utilize the firm for specific needs as they arise.

We work closely with our clients to craft agreements that give our clients the appropriate tools to conduct their business operations. Our business transactions team has assisted clients with the negotiation and preparation of a large range of business agreements for the development, licensing and/or distribution of our clients’ product and service offerings including:

  • Employment agreements
  • Consulting agreements
  • Non-disclosure and confidentiality agreements
  • Agreements for the sale of goods and services
  • Teaming and reseller agreements
  • Product and technology development, and sales agreements
  • Professional services agreements
  • Contract manufacturing agreements
  • Leasing agreements

The firm also provides counseling on:

  • Employment law issues and employment agreements
  • Stock option plans and other employee “equity” arrangements, such as stock appreciation rights
  • Day-to-day corporate obligations associated with running a business — including shareholder meetings, required annual corporate filings and corporate record keeping.

When problems arise, we can assist in dispute resolution.

Private placements of debt and equity securities

Companies who raise early rounds of capital must have a vision of their ultimate financing structure to avoid critical mistakes that make them unattractive to later rounds of investors. For a young company with limited resources, the process can become overwhelming. Caulkins & Bruce provides its clients with knowledgeable counsel to assist them in negotiating the most favorable financing terms possible. We help clients raise private capital through private angel and venture capital offerings.

The firm’s attorneys have extensive experience in negotiating investment terms and the preparation of all associated documentation, including:

  • Investment agreements
  • Amendments to organizational documents
  • Registration rights agreements
  • Shareholders and/or investor rights agreements
  • All necessary filings to comply with federal and state securities laws
  • Other related documents

Mergers and acquisitions

We regularly manage transactions for established companies who are seeking to expand their businesses through acquisitions and strategic sales, and for experienced entrepreneurs who have grown their businesses and are ready to move on to their next challenge. Buy side or sell side, we work closely with our clients and their business and tax advisors to structure the transaction for the best possible business, legal and tax results — regardless of whether the transfer involves stock purchases and sales, asset purchases or sales or mergers. We also provide special support for clients inexperienced in buying or selling a business.

A properly structured deal considers much more than just price. Deal structure, thorough due diligence, transition planning, anticipation of changing and unforeseen circumstances, proper documentation, and, where appropriate, post transaction reporting and monitoring are all critical to a deal’s success. Our attorneys assist the buyer or seller in considering these key issues, as well as in the negotiation and drafting of all documents necessary to complete the transaction including:

  • Term sheets
  • Letters of intent
  • Due diligence requests and responses
  • Purchase agreements
  • Merger agreements
  • Standstill agreements
  • Bills of sale
  • Assignment agreements
  • Novation agreements
  • Escrow agreements
  • Non-competition agreements
  • Employment agreements
  • Other agreements ancillary to the transaction

Conveniently located in Northern Virginia

The law firm of Caulkins & Bruce, PC serves business clients throughout Northern Virginia and Washington, DC. Our Arlington office is located near the Courthouse Metro Station. Our Leesburg office is located near the Loudoun County Circuit Court. The firm offers flexible scheduling by special arrangement. Call the office toll-free at 1-888-558-5799 or complete the online contact form to schedule an initial consultation to discuss your legal issue with an experienced attorney.

Representative Matters
  • "Obtained a judgment for condominium association in excess of $1 million against developer of condominium in Fairfax County."

  • "Defended an officer of a government contractor in a case involving enforcement of a non-competition agreement."

  • "Defended and achieved favorable settlement of wrongful termination and discrimination claims brought in United States District Court for the Eastern District of Virginia."

  • "Served as outside counsel to several franchisors, prepared franchise agreements, franchise disclosure documents and state franchise registrations, and counseled franchisors regarding franchise compliance issues."

Awards & Affiliations
  • AV Rated
  • Super Lawyers
  • Best Lawyers
  • Best Law Firms
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