Corporate
Organization & Governance
Particular
expertise in corporate organization and governance allows Kalik
Lewin to provide specialized counseling to emerging companies
on critical issues including entity selection, board of directors
composition, investment negotiation, preferred stock rights,
stock option plans, shareholder and non-competition agreements
and operational financing. This expertise in the organization
and structuring of corporations, limited partnerships and limited
liability companies, particularly under Delaware corporate law
allows the firm to offer sound creative approaches to the negotiation
and drafting of governance agreements including LLC operating
agreements and partnership agreements.
Venture Financing
The firm
advises both emerging companies seeking venture capital and
other sources of private equity financing as well as early-stage
venture capital funds, merchant banks, investment clubs and
mezzanine private equity firms making those types of investments.
Kalik Lewin offers a wealth of expertise in the negotiation
and structuring of venture capital transactions, including preferred
stock structures, dividend and liquidation preferences and unique
valuation protection and make-whole mechanisms. The firm represents
investors and entrepreneurs in development of VC funds and investment
clubs and has extensive experience in the organization and structuring
of family limited partnerships, limited liability companies
and similar investment vehicles.
Marketing
Agreements
Kalik Lewin
counsels emerging companies on developing the strategic relationships
necessary to bring technology products and services into the
marketplace. The firm structures, negotiates and manages channel
sales, value-added re-seller and joint venture programs for
clients in the fields of biotechnology, enhanced RF devices,
health care information technology, wireless communications,
demography, data transformation and data management, providing
strategic advice and counseling to best leverage the client's
technology offerings with the sales skills of their marketing
alliances and partners.
Technology
Development and Licensing
Protection
of proprietary intellectual property and technology is critical
to enhance the development of every emerging company. The professionals
of Kalik Lewin approach the negotiation and documentation of
technology development and licensing agreements and transactions
to assure that the documentation fits the deal, rather than
forcing the business deal to conform to legalese in documentation.
The firm has prepared technology development and licensing agreements
for biotechnology companies and firms providing information
technology products and services to the health care, media,
wireless communications, online security, supply-chain management
and data management industries.
Business
Immigration and Employment
For emerging
companies, finding the best people from the world over is a
top priority. Kalik Lewin facilitates the acquisition and hiring
of foreign nationals for key positions in technology companies
by coordinating applications for H1-B and EB preference visas
with the U.S. Immigration and Naturalization Service and the
U.S. Department of Labor. The firm assists clients in the development
of employment policies, incentive programs (including warrants
and stock options) and severance packages to comprehensively
address employment issues in the growing emerging company.
Mergers
& Acquisitions
Kalik Lewin
advises emerging companies on corporate development strategies
including mergers and acquisitions. The firm regularly represents
the founders and selling principals of successful privately-held
companies in their acquisition by public companies or institutional
investor-backed enterprises. The firm has completed corporate
asset sales and mergers and reorganizations of successful emerging
companies in the data transformation, data management and media
software industries. The firm has also completed numerous internal
reorganization, recapitalization, roll-up and reincorporation
transactions of its emerging company clients.
Regulation
and Legislation
The firm
regularly advises emerging companies on the effects of legislative
and regulatory developments on the growing business. Special
attention is provided to the regulatory and legislative developments
effecting biotechnology clients, as well as the impact export
controls, data privacy and online and computer security regulations.
Kalik Lewin has extensive experience in the regulatory aspects
of health care information technology under the Health Insurance
Portability and Accountability Act of 1996 (HIPAA). The firm
addresses legislative and regulatory issues through a multi-disciplinary
approach, leveraging the career experience of its principals
as former Congressional staffers with legal expertise and strong
relationships across the executive branch and Congress to manage
political risks and craft legislative and regulatory solutions
for its clients.
