Services
Mergers & Acquisitions
Law Services. From both the buy-side and sell-side, M&A Services provides experienced business and legal advisory at every step of a merger, acquisition, sale, spin-out or joint venture. Whether you are purchasing a business or preparing your company for sale, introducing the Law Office of Michael F. Rozmajzl Esq. P.C. early into the process maximizes transaction efficiency, improves valuations, and mitigates risk exposure.
M&A Services can benefit both buy-side and sell-side through properly structuring tax-free merger (I.R.C. §368), avoiding hidden tax penalties in golden parachutes (I.R.C. §280(g)) and deferred compensation(I.R.C. §409(a)), facilitating transition service agreements, and preserving the value of representations and warranties through enforceable indemnifications with damage limitations coupled with representation and warranty insurance coverage.
blue. Business & Law Service Model. Through strategic relationships with trusted third-party professional service companies, blue. Business & Law partners with clients in all pertinent aspects of a merger or acquisition including procurement of acquisition financing, compilation of financial statements and projections, streamlining of operations for cost containment, stress test on projections for reliability, contract management, and shareholder governance.
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Corporate Finance & Securities Law
Legal Services
. With extensive experience in the fields of private equity, venture capital, and commercial lending, the
Law of Office of Michael F. Rozmajzl. Esq. P.C
. negotiates and structures all forms of corporate finance including:
- private placements of debt and equity securities,
- commercial bank credit facilities, and
- structured finance arrangements through private equity and venture capital groups.
blue. Business & Law Service Model. The blue. Business & Law service model matches clients with trusted third-party professional service companies to assist the client implement strong cash management and financial reporting policies. In addition, the service model helps the client identify corporate finance opportunities through private equity funds, venture capital firms, commercial banks.
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General Business Law Services
Business Law Services provides business and legal advisory services to clients covering virtually every business transaction or matter faced by entrepreneurs and companies on a day-to-day basis.
The art to addressing day-to-day business legal matters is adopting a policy of consistency and simplicity. For each matter, Business Law Services helps identify risks, assess the magnitude of the risks, and construct a concise policy or agreement to manage the risks.
The Law Office of Michael F. Rozmajzl, Esq. P.C. helps negotiate and structure transactions such as vendor supply contracts, sales agreements, equipment purchase agreements, executive employment contracts, stock option plans, proprietary rights policies and agreements protecting business trade secrets, and intellectual property procurement and licensing agreements.
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Manufacturing, Development and Distribution Services
Legal Services
. The
Law Office of Michael F. Rozmajzl, Esq. P.C.
has broad experience in representing device manufacturers, distributors, representatives, and suppliers. This experience includes negotiating and designing technology procurement, contract manufacturing, outsourced manufacturing, and downstream licensing of technology. The law office can also negotiate and structure down-stream distribution and representative agreements, supply contracts, and sales contracts.
In addition to implementing controls to protect your technology, manufacturers and technology owners should adopt a robust intellectual property policy setting forth the duty of engineers to complete invention disclosure forms and assign all inventions to the company. The law office of Michael F. Rozmajzl, Esq., P.C. designs policies and forms for invention disclosure and patent policy.
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Corporate Governance Services
Legal Services. Good corporate governance is one of the most over-looked value markers for companies. In addition to management culpability resulting from failure to impose state-mandated (or common sense) governance policies, prospective buyers may materially devalue a company for failure to take simple maintain a structure in good order. The Law Office of Michael F. Rozmajzl, Esq. P.C. can help maintain good governance.
What is corporate governance? Corporate governance is simply maintaining good order within the company. Corporate governance goes beyond state registrations.
blue. Business & Law Services. The blue. Business & Law service model matches clients with trusted third-party professional service companies that remotely maintain shareholder register and capitalization charts, shareholder certificates and equity statements, and shareholder communications. This service also includes periodic certification of capitalization chart and shareholder register including the review of subscription documents to ensure proper tax IDs, addresses, and holder names.
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Outsourced General Counsel
What is outsourced general counsel services? Outsourced general counsel service is the engagement of an experienced outside attorney with broad legal experience, strong business knowledge, and deeply entrenched in your company to manage all legal matters rather than engaging a full-time in-house counsel. For those infrequent matters requiring a legal specialty (e.g. patent filing or litigation), the outsourced general counsel engages and manages the special counsel.
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