The Carbajal Law Firm, P.C. was founded in New York City by a graduate of Harvard Law School who enjoys years of experience as a corporate attorney at a major global law firm.
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Business Law
Business Law
Pre-formation Stage
During the pre-formation stage, it’s key to lay the proper legal groundwork and to ensure all the necessary legal formalities and protections are in place. Our firm is able to provide legal services on the following:
Pre-Formation Documentation and Activities
- Idea Brainstorming and Legal Strategizing
- Business Plans
- Pre-formation documentation
- Advice on proper selection of business structure entity
- S-Corp vs. C-Corp vs. LLC
Formation Stage Representation
A proper and thorough formation of a business entity must be done with care to avoid problems down the road. Our firm’s representation includes:
Formal Creation of the Business Entity
- Drafting of Organizational Documents
- Certificate of Incorporation (Corporation)
- Articles of Organization (LLC)
Formation-Related Corporate Documentation
- By-laws
- Shareholders Agreements
- Restricted Stock Purchase Agreements
Formation-Related Corporate Resolutions
- LLC Operating Agreements
- Partnership Agreements
- IP Assignment Documentation
Ongoing Business Operations
General business law advice is also available for the many legal issues that arise in the day-to-day operations of small to medium-sized businesses. That advice includes counsel associated with the negotiation and drafting of business transactions agreements, which include:
- Customer/Client Service Agreements
- Consulting Agreements
- Brand Contractor Agreements
- Non-Compete and Non-Solicitation Agreements
- Confidentiality and Non-Disclosure Agreements
- Independent Contractor Agreements
- Supply Agreements
- Distribution Agreements
- Vendor and Supply Agreements
- Manufacturing and Warehousing Agreements
- Master Service Agreements
- Joint Venture Agreements
Since virtually every business needs permits and licenses to operate, our firm also provides advice with respect to:
- Business Licenses
- Business Permits
- Government Authorizations; and
- Registrations
Small to Medium-sized "Mergers & Acquisitions"
M&A work is not just for the General Electrics of the world. Indeed, the same legal issues arise for even the smallest of companies. If your company is purchasing the stock or assets of another private entity– or is selling the same — our firm has the requisite experience to assist you. We can advise on:
- Stock versus Asset Transaction Determinations
- Letter of Intent/Term Sheet Drafting and Negotiations
- Asset Purchase Agreements
- Stock Purchase Agreements
- LLC Membership Interest Purchase Agreements
- Due Diligence
- Stock Redemptions
- Closing of Transaction
- Post-Closing Matters
Other Representative Services
Helping U.S. and international companies with their business law needs. Experience and Services include:
• General Business, Commercial, and Corporate Legal Advisory Services
• Corporate & LLC Documentation | Shareholder & LLC Operating Agreements
• Stock Purchase Agreements | LLC Membership Interest Purchase Agreements
• Entity Formation, Conversion, and Dissolution;
• Commercial Contracts: Negotiations, Drafting, and Review
• Vendor, Supply, Manufacturing, and Warehousing/Logistics Agreements;
• Distribution and Sales Representative Agreements (Domestic and International);
• Brand Contractor Agreement (Influencers, Brand Ambassadors);
• Master Service Agreements and Statements of Work (Products/Services – Various Industries);
• Business Purchase and Sale; M&A; Due Diligence; Stock Redemptions;
• Investment Bank Engagement Letters (Negotiations);
• Drafting and Review of Term Sheets, Letters of Intent; MOUs (Memoranda of Understanding)
• Strategic Alliances; Joint Ventures (Domestic and International);
• Securing and Coordinating Foreign Legal Counsel around the world for clients;
• Equity Incentive Plans, including Phantom Stock (Corporations and LLCs)
• Emerging Growth Financing (SAFEs, Preferred Stock)
• NDAs, Non-Solicitation; Non-Compete Agreements
• Intercompany Agreements (ICA)
Legal representation is also provided to clients expanding outside the U.S. and to non-U.S. entities seeking to do business in the United States.
