East Bay General Counsel, PC

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East Bay General Counsel is a boutique law firm which offers outside general counsel services to small and emerging growth companies who wish to have the benefit of an in-house attorney without having to hire one. Our practice regularly advises clients in the following areas:

Business Formation and Emerging Ventures

Our business formation and emerging ventures practice begins with advising technology venture founders, as well as sole proprietors of small businesses, on the alternatives for forming a new business venture, including corporations, LLCs and partnerships. We draft founders’ stock or membership interest agreements, operating agreements, and ESOPs and stock ownership plans. We also assist and document private security transactions and debt financing arrangements, including angel and venture capital term sheets and subscription agreements. We work closely with our clients, keeping the transactions as simple as possible with a focus on our client’s key business priorities, including tax issues, shareholder control and preservation of dissenters’ rights. Our own experience as founders of technology start ups allows us to provide our clients with business-savvy, pragmatic advice.

Mergers and Acquisitions

Many of our clients at some point will become involved in mergers, acquisitions, or the sale or purchase of assets or a book of business. We have extensive experience in such transactions, and advise our clients on how to structure them, assist in the deal negotiations, and provide the documentation necessary to memorialize them and protect our clients’ interests.

Corporate Governance

A strong culture of corporate governance and compliance can separate a successful company from an unsound one. We assist our clients in all areas of corporate governance and compliance, including corporate groups, parent-subsidiary relations, corporate recordkeeping, , and ISO or stock ledger tracking.

Technology and Intellectual Property Licensing

Our practice frequently involves structuring, negotiating and drafting technology and other IP license transactions, including research and development deals.  Our extensive experience working inside emerging growth technology companies, universities, and Global 2000 companies provides a broad background for understanding the complexities of such agreements, and ensuring that key provisions adequately protect our clients’ requirements, while knowing when to adjust our client’s position to keep a deal moving in a positive direction.

Trademark, Patent, Trade Secret and Other Intellectual Property Protection

We have extensive experience in prosecuting trademarks at the US Trademark Office, from providing responses to office actions to addressing challenges to registration such as interference and opposition actions. Our background in software, biotech, and semiconductors allows us to perform serve as strategic patent counsel to our clients. We have extensive experience in trade secret protection, including the drafting of confidentiality provisions, and involvement in a number of trade secret misappropriation cases.

Commercial transactions

We structure, negotiate and draft a wide variety of commercial transactions, including joint ventures and strategic alliances, as well as and distribution/marketing arrangements. We also advise on a wide variety of information e-commerce issues, including domain name registration and protection, web site development, linking and use agreements.

Real estate

Emerging growth and small companies often need legal support for real estate procurement. East Bay General Counsel has frequently offered counsel in the structuring, negotiation and documenting of real property leases and sub-leases.

Employment Practices

East Bay General Counsel’s employment practice counsels our clients in a wide range of employment matters including employment and severance agreements, hiring and termination practices and works with outside employment counsel and human resources personnel to ensure that our clients’ avoid wrongful termination and discrimination claims by instituting best employment practices within the business.