Legal Services: General Counsel Services

For Start-Ups and Small Businesses, we offer a unique service and pricing structure known as our General Counsel program. For a monthly flat rate, or a project based flat rate, we handle all corporate and commercial legal matters for our Start-Up and Small Business clients. Our experienced attorneys, many of them former in-house counsel, are committed to helping our clients in all aspects of their business needs and problem solving while pursuing their Entrepreneurial American Dream without the overhead associated with employing full-time in-house counsel. The Victoria Law Group offers your company legal services as if we were your own in-house attorney – we take the time to learn about your business and its operations, so that whenever you seek legal and/or business advice, we can counsel you and provide solutions in the context of that knowledge. While serving as General Counsel, we handle transactional matters such as business formation issues, contracts, licensing, non-disclosure agreements, corporate finance, and labor and employment issues. Although we offer Litigation Management services, Litigation is typically not included in the flat fee arrangement but may be separately negotiated.

Corporate Governance

A sampling of the services we offer in this practice area:

• Provide corporate secretarial functions, including preparation of minutes, resolutions and board materials
• Advise management and directors on board administration and strategy
• Review, design and implement a corporate governance compliance program and internal controls
• Initiate/update stock option and stock purchase plans

Commercial/Financial Transactions

A sampling of the services we offer in this practice area:

• Review and develop contract templates to meet the needs of the business
• Negotiate, draft, review and advise on domestic and international sales, marketing and vendor agreements
• Review and negotiate venture capital, private equity and bank financing transactions
• Prepare and review non-disclosure, confidentiality and non-compete agreements

Mergers and Acquisitions

A sampling of the services we offer in this practice area:

• Assist senior management in identifying, evaluating and formulating strategies to acquire products or to merge with or purchase other business lines or companies
• Identify and quantify acquisition and partnership risks
• Act as deal manager to lead and direct all aspects of business acquisitions or dispositions, including internal coordination and outside counsel oversight (if required)
• Negotiate terms and conditions and draft required agreements; manage the due diligence process as needed

Franchise and Trademark

A sampling of the services we offer in this practice area:

• Advise and assist in developing, establishing and structuring franchise businesses
• Prepare necessary documents for the sale of franchises, including offering circulars and franchise agreements
• Manage all regulatory matters relating to the offering and sale of franchises
• Advise franchisers on compliance issues with disclosure regulations and franchise sales
• File applications and register trademarks, patents and copyrights
• Negotiate and draft software licenses, maintenance and support agreements, professional service agreements, hardware sale or lease agreements, product development and distribution agreements, and business partnering, supply, manufacturing and other general service agreements.

Employment and Human Resources

A sampling of the services we offer in this practice area:

• Audit existing employee HR manuals, and policies and procedures, and review employee files/documentation
• Based on the audit, perform remedial work to comply with current employment laws
• Draft employment agreements and consulting contracts
• Assist Client in employment termination counseling, employment disputes and internal investigations
• Counsel on employee compensation and benefits
• Monitor/advise employee training programs

Real Estate

A sampling of the services we offer in this practice area:

• Review, negotiate and draft commercial leases and subleases, purchase and sale agreements, and construction/contractor agreements
• Counsel and advice on real property acquisitions
• Review and negotiate construction and permanent financing documents
• Landlord/tenant relationships
• Litigation Management

Litigation Management

A sampling of the services we offer in this practice area:

• Provide risk assessment (i.e. financial impact) on prospective or pending litigation and recommend the best approach from an economic standpoint– settlement versus going to trial
• Manage litigation handled by outside counsel
• Insurance and coverage disputes
• Officer and Director liability
• Commercial contract and intellectual property disputes

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