Our Expertise

Macellaw collaborates with companies and individuals as an advisor in evaluating and forming business relationships that are consistent with their long-term objectives.  We provide transactional, contract preparation, and corporate governance services for companies at all stages of growth.  Below are examples of services we provide to start-up businesses, established businesses, clients selling or purchasing a business and companies seeking financing.
 

Start-Up Businesses
 

We help clients determine which form of business is most appropriate for their circumstances.  We can structure a start-up package custom tailored to your particular needs.  For example, a particular company start-up package might include the following services for the payment of one flat fee:  initial conference to evaluate the business model and determine the company's legal needs and concerns, formation of the appropriate business entity (corporation, LLC, or other), drafting owners' agreement (LLC operating, shareholder, or partnership agreement, as applicable), employment agreement drafting, contract review or development of standard agreements for the company, or trademark registration (for a company or product name).  For established businesses we address the legal issues that arise in the daily operations of all businesses.  We assist these business in negotiatnig advantageous relationships with their vendors, employees, consultants and strategic partners.
 

Mergers and Acquisitions
 

For clients selling or purchasing a business, we draft and negotiate term sheets, stock purchase and asset purchase agreements, letters of intent, non-compete agreements and all other closing documents for the sale or purchase of a business.  We also conduct due diligence reviews and document joint venture arrangements.

Real Estate Services

Representation of local, regional and national developers and investors in the acquisition, development, finance, construction, and disposition of various property types, including retail, office, hospitality, residential, and mixed-use. We have extensive experience in structuring real estate transactions, intercreditor and tax equity relationships.  

Companies Seeking Financing
 

We work with companies seeking to raise money through private investors.  Whenever an outsider contributes money to a company with the expectation of sharing future profits, the company has sold a security. Selling a security requires either (i) registration with the Securities and Exchange Commission ("SEC") and/or the applicable states or (ii) qualification for an exemption to registration.  Eligibility for these exemptions requires strict compliance with securities laws - which can be complicated.  We help clients structure their private placement financings and navigate the securities laws to determine which exemptions are available.