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Business Formation

 

Deciding on the best type of legal entity for your business can be a confusing and challenging activity. At McCauley, we not only help you identify the best legal entity for your business model and strategic plans, but we can also draft and file the proper formation documents with your preferred state of formation and any states where you plan to have a business presence. Legal entities within our scope of business formation services include:

  • C-Corporation

  • S-Corporation

  • Limited Liability Company

  • Limited Partnership

  • Limited Liability Partnership

  • Nonprofit Corporation (including assistance with completing and filing Forms 1023 and 1023-EZ)

Business formation services also include obtaining federal employer identification number (FEIN) from the IRS and the proper licenses, permit and certifications from relevant governmental agencies.

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Business Planning

No matter if you're currently sitting on an idea or you've been in operation for several years, our business planning services can help you. As a firm with financial, accounting and legal principles at its core, we're able to help provide guidance before you start operations  to when you decide to hand over your operations to someone else and all the points in between. 

 

For startups, we'll help you fine-tune your business model and develop a full business plan. This includes helping with financial projections, identifying customers and markets, choosing the right legal entity and much more. 

 

For businesses that have been operating for years, we'll talk with you about your business in order to identify what's going on now and where you want to be down the road. Afterwards, we'll work together to develop a plan to help you get there. Services for operating businesses include, but not limited to, developing new revenue streams, creating succession plans, determining financing options and budgeting for capital projects. 

Feasibility Studies

In addition to our basic business planning services, we also offer what we call a feasibility study for businesses that want research done before making an investment. With our feasibility study, we'll research your idea in detail and help you determine if it has a reasonable shot at the level of success you're hoping to obtain. We know you're excited about your ideas and fully confident in your abilities, but with our assistance, we'll help you understand many of the important business aspects of launching a business that busy business owners often overlook.

Similar to our business planning services, we'll help you create financial projections for costs, cash, revenue and major asset purchases while also reviewing your potential market, customers and more.

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Contract Drafting

When you're looking to hold someone accountable for a promise, such as a timely payment or delivery of goods, you'll want to get that promise and terms around that promise in a contract. Not only will a contract help you sleep better at night, but it'll give you a quick cause of action against breaching parties. Various transactions call for different types of contracts with specific terms for your unusual situation, and we can help get you covered across the board for all your business deals. Our experience with contracts include drafting:

  • asset purchase agreements,

  • donation agreements,

  • employment agreements,

  • IP and Invention assignment agreements,

  • independent contractor agreements,

  • lease agreements,

  • non-disclosure agreements,

  • operating agreements,

  • service agreements,

  • sublease agreements,

  • supply agreements,

  • transition service agreements, and

  • many more.

Each contract we provide to our clients is completely customized to their businesses and its short-term and long-term needs.  

 

For those one-off, truly rare business transactions, we can create a contract from scratch specifically for your business and its needs.

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Contract Negotiation

In business, you may find yourself on the the receiving end of contracts or comments about a contract you've provided to someone else. In these situations, you may find you need someone to negotiate on your behalf to ensure terms added or removed don't hurt you or your business.

 

Our contract negotiation services include taking time to fully understand your business's goals and professionally working with opposing parties to make sure we improve (or protect) your standing and financial interests in your commercial contracts.

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Copyright Law

A copyright is a form of protection granted to creators of original works of authorship. You may be most familiar with copyrights for music, literary text, source code, film, photography, choreography and other forms of artwork.

 

When it comes to copyrighted works, copyright owners have the exclusive right to publish or reproduce the work, make copies of the work, perform or display the work publicly and prepare derivative works. Although a copyright exists as soon as a creator puts the work in a fixed form, such as on film, paper or canvas, registering a copyright with the U.S. Copyright Office provides the copyright owner with more benefits, including, but not limited to:

  • a public record of claim of ownership of the work,

  • the ability of a copyright owner to bring a copyright infringement claim,

  • additional protection from knock-offs being created overseas and imported into the U.S.,

  • the ability for the copyright owner to collect statutory damages and attorney's fees in an infringement suit.

As you can see, registration can be beneficial for owners and quite costly for infringers. At McCauley, we'll work with copyright owners and business owners who want to use someone else's work. 

For copyright owners, we'll help you understand the advantages and disadvantages of copyright registration and determine if you need to register at all. If copy registration is beneficial for your business, we can file a single or standard application on your behalf and help you enforce the rights you've been granted under U.S. copyright laws. As part of our copyright services, we can help you understand licensing arrangements and draft licensing agreements for you to use with prospective licensees.

For businesses that want to use work owned by others for websites, commercials, social media and other forms of content, we can help you determine

 

  • if you will be infringing upon the work of others,

  • how to obtain permission to use work and

  • what to do if you've already used to work without permission. 

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Corporate Governance

As a corporation, nonprofit, partnership or multi-member LLC, you may need assistance with managing the interests of shareholders, members, customers, suppliers, financiers and management teams. To do this, you'll need to put in place a system of rules and processes to help control the company, subsidiaries and, sometimes, people and their decisions. 

 

Although our corporate governance services may vary according to the type of legal entity, we offer:

  • operating agreement drafting,

  • partnership agreement drafting,

  • bylaws and resolution drafting,

  • succession planning,

  • best practices development and

  • board management and consulting

for purposes of helping you govern your company. 

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Corporate Investigations - Investment Fraud Research

Maybe you've already invested in a business or you're thinking about investing in one, and you're now curious about the management team, brokers and other parties involved in the deal. Specifically, you're wondering if you're missing pieces of information or warning signs that may signal your investment funds might be in jeopardy or placed in jeopardy. 

In these situations, we offer a product called the McCauley Report, which is a report that reviews various investment documents, such as private placement memoranda, financial instruments and financial statements, and provides you an assessment of the risks or warning signs in your investment.

 

For investments you've already made, we'll review executed agreements, offering materials, financial statements and any other documents you've received as part of your investment. All information will be thoroughly reviewed and analyzed with our systematic approach for identifying signs of fraud, mismanagement and other forms of foul play within the investment opportunity. When our research is completed, you'll receive a McCauley Report that details our findings, and we'll set up a meeting to discuss your legal options. 

 

For investments you're considering to make, you simply have to send over your investment documents. Similar to what we do for existing investments, we'll review your documents, research the questions that we develop and provide you with a summary of our findings in a McCauley Report.

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Employment Law

Hiring your first employee can be an exciting time because it means you're growing. At the same time, employees introduce into your business a new set of local, state and federal employment laws that can subject you to fines, lawsuits and closure if those laws aren't followed.

 

As a partner with McCauley, we'll help you navigate complex employment laws to make sure you comply, and remain compliant, with them. Our services for employment law include:

  • setting up new hires and ensuring compliance with local, state and federal employment laws,

  • creating of customized handbooks,

  • preparing training and operating program manuals,

  • preparing employment policies (such as dress/appearance, disciplinary, non-disclosure, etc.)

  • developing performance review and incentive programs, 

  • creating of employee remediation programs, and

  • drafting employment agreements.

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Real Estate

 

McCauley focuses on 4 main real estate areas: acquiring, financing, leasing and selling. Our services vary according to the real estate area most relevant to your situation. In general, we offer assistance related to:

  • real estate contract drafting and review for commercial properties,

  • landlord/tenant dispute resolution,

  • lease agreement drafting and review,

  • purchase and sale of residential and commercial property.

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Securities Law

As you're running your business, you may find yourself in need of outside financing for payroll, expansion, suppliers and other uses, and we have the securities law background to help assist you in raising funds from outside investors. 

 

The type of financing options available for your business will vary according to your legal entity, amount of funds needed and size of your business, so we'll work with you (and your financial advisor, if necessary) to find an affordable option that matches with how you plan to use the funds, the types of investors available and their appetite and any internal financing policies you might have.

Our securities law services include:

 

  • preparing term sheets,

  • drafting disclosure documents (such as private placement memoranda) and other related agreements,

  • assessing and documenting the risks involved with your issuance,

  • providing legal opinions,

  • performing due diligence and

  • ensuring compliance with state and federal securities laws.

 

We have experience in helping businesses issue:

  • common stock,

  • preferred stock,

  • membership interests/units,

  • bonds,

  • warrants/options and

  • promissory notes (secured, unsecured or convertible).

Currently, we focus on private placements (primarily under Regulation D) purchased by financial institutions, insurance companies, accredited investors and a limited number of non-accredited investors.

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Tax Law

If you're running a business, you already know multiple levels of governments expect to get cut of whatever you're making. Their payout comes in the form of personal property taxes, real property taxes, excise taxes, income taxes, retail sales taxes and use taxes.

 

From tax planning to filing timely returns to the appropriate tax agencies, we're here to help you comply with the tax rules and regulations and properly complete your returns on time. 

If you're a 501(c)(3) designed nonprofit, compliance is critical to maintaining your designation. Some of our work has included researching unrelated business income tax, timely completing Form 990 and answering questions that may jeopardize your tax-exempt status.

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Trademark Law

 

Trademarks are often overlooked by small businesses when their owners slammed packed with other demands that come along with a startup or rapid growth. At McCauley, we can help you shoulder the workload when it comes to determining the availability, protectability and registrability of a business or brand name for purposes of identifying your goods and services in the market.

 

As part of our trademark services, we'll search for existing names that may create risk that the United States Patent and Trademark Office (USPTO) will reject a trademark application or an owner of an existing mark may claim infringement and/or dilution.

 

After our trademark research and analysis, we'll prepare a trademark clearance opinion that will provide you with a full assessment on your mark. If your mark is available for use and it can be registered with a strong chance of receiving approval, we'll also complete your trademark application.

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