Corporate Lawyer

Running a business requires more than just a solid product and market fit — it demands structure, compliance, and legal foresight. Whether you’re incorporating a new venture or leading a fast-scaling company, corporate legal guidance plays a critical role in shaping how your business grows and protects its interests.

At the Fridman Law Firm, our lawyers provide startups, founders, investors, and executives with pragmatic, strategic legal counsel. We work with you across the full business lifecycle — from entity formation and corporate governance to capitalization and contract negotiation — so you can lead confidently at every stage.

Choosing and Maintaining the Right Entity

Your company’s legal structure isn’t just paperwork — it’s the framework that supports your growth, investment potential, and long-term strategy. From how profits are distributed to how decisions are made, entity selection sets the tone for how your business functions and evolves.

Aligning Structure With Long-Term Goals

While many startups form Delaware C-Corporations due to investor preference and scalability, this structure doesn’t suit every business. Depending on your funding plans, ownership structure, and exit strategy, a Limited Liability Company (LLC) or S-Corporation might offer better flexibility, tax efficiency, or operational simplicity.

An LLC may benefit founders focused on pass-through taxation and reduced compliance requirements. S-Corps can provide similar tax benefits while accommodating a more formal structure. For high-growth ventures aiming for multiple funding rounds, a Delaware C-Corp remains the standard — but it’s not the only viable path.

Our lawyers guide you through the options based on your goals, industry, and team structure. We explain how different entities affect equity distribution, investor appeal, corporate governance, and compliance obligations. Once a direction is clear, we handle formation documents, internal governance agreements, and startup compliance with a focus on clean, scalable execution.

Building a Foundation That Scales

Choosing the right entity is only the first step. Your company must also stay compliant over time to preserve limited liability, build investor trust, and remain eligible for financing or acquisition.

We help you stay ahead of requirements by managing annual filings, preparing resolutions, updating corporate records, and advising on structural changes as your business evolves.

Whether you’re converting from an LLC to a C-Corp, bringing on new co-founders, or preparing to issue equity, our team ensures your legal structure remains a strength — not a liability.

Legal structure shouldn’t hold you back. With our guidance, it becomes a tool to move faster, raise smarter, and grow with confidence.

Corporate Governance and Fiduciary Duties

Companies don’t just grow because of vision — they grow because of structure. Strong governance provides clarity, minimizes internal friction, and builds the kind of trust that attracts capital and talent. Whether you’re launching with a lean team or managing a formal board, your governance documents and leadership structure must evolve with your business.

Building a Clear Decision-Making Framework

Every company needs a thoughtful approach to decision-making, even before outside investors join the table. From board composition and officer roles to voting thresholds and approval rights, your structure must support both agility and accountability.

Our lawyers help you define governance that works in real life — not just on paper. We draft and refine agreements that reflect your current team structure, not some generic startup template. We help you allocate responsibilities across founders and executives, establish appropriate checks and balances, and prepare board resolutions that document key decisions.

We also draft shareholder agreements that define voting rights, transfer restrictions, and exit rights. These documents reduce ambiguity and help manage expectations across co-founders, early employees, and outside investors.

Understanding Fiduciary Responsibilities

Leadership isn’t just strategic — it’s legal. As a founder, director, or officer, you owe fiduciary duties of care and loyalty to your company and its stakeholders. These obligations are especially important during high-stakes decisions: financing rounds, M&A discussions, or shifts in business strategy.

We walk you through what these duties mean in practice. That includes making informed decisions, avoiding conflicts of interest, and documenting your rationale for major actions. We help you establish processes to protect your leadership team — and your company — from exposure.

Our guidance is designed to create a culture of transparency and responsible governance. That kind of foundation isn’t just protective — it’s attractive to investors, advisors, and future acquirers.

Managing Equity and Capitalization Tables

Equity is one of your most powerful tools — but without structure, it can quickly become a source of confusion or conflict. Managing equity isn’t just about issuing shares — it’s about making sure your ownership records are clean, accurate, and investor-ready.

Equity Issuance and Tracking

From common stock and preferred shares to stock option pools and convertible instruments, our lawyers help you navigate the nuances of equity structuring. We assist with initial founder allocations, equity grants to team members, and creation of stock incentive plans that align incentives and support retention.

We also help prepare and maintain your capitalization table, a critical tool for fundraising and due diligence. A clean cap table helps investors understand who owns what — and signals that your company is ready for professional capital.

Equity Transfers and Adjustments

Over time, you may need to adjust your cap table — whether due to co-founder departures, secondary sales, or equity restructures. We assist with equity buybacks, option cancellations, and reallocation of shares in ways that maintain clarity and minimize risk.

Drafting and Reviewing Key Contracts

Contracts form the legal backbone of your business. Whether you’re working with vendors, hiring employees, bringing on investors, or forming strategic partnerships, the agreements you sign will define rights, responsibilities, and outcomes. Without clear, tailored contracts, even small misunderstandings can grow into major disputes.

Aligning Agreements With Your Business Model

Each contract should reflect your specific risk tolerance, operational goals, and growth strategy. We don’t rely on generic templates. Instead, our lawyers work with you to draft agreements that support your company’s unique structure, stage, and industry. Whether you’re negotiating payment terms, defining deliverables, or allocating intellectual property, we ensure that every clause aligns with your business objectives.

We assist with drafting and negotiating service agreements, partnership deals, licensing arrangements, and terms of service. If you’re entering into distribution relationships, commercial leases, or vendor arrangements, we tailor the documentation to clarify obligations, reduce liability, and support scalability.

Clarifying Complex Terms Before They Create Problems

Scaling quickly often means dealing with long or complicated contracts from larger partners. Our team helps you evaluate these documents with a sharp eye on risks you may not have the resources to spot yourself. We conduct detailed contract reviews, flag ambiguous terms, and explain the real-world implications of indemnity clauses, termination rights, dispute resolution language, and exclusivity provisions.

We also support negotiations — helping you push back on unfavorable terms and secure more favorable positions. Our goal is to make sure every agreement you sign is both understandable and beneficial.

Supporting High-Stakes and Specialized Transactions

For companies operating in technology, media, data, or intellectual property–driven industries, specialized contracts are a daily reality. Our lawyers bring specific experience with software-as-a-service (SaaS) agreements, white-label licensing, co-marketing partnerships, and data privacy addendums. We help you preserve ownership rights while structuring deals that enable innovation and strategic growth.

Strong contracts don’t just protect your downside — they empower your upside. With each document we draft or negotiate, we help you move faster, reduce risk, and lay the groundwork for successful partnerships.

Employment and Compensation Compliance

Hiring and team-building are essential to scaling your business — but they also introduce layers of legal complexity that can’t be ignored. From the first offer letter to long-term incentive planning, each employment decision has legal, financial, and cultural consequences. A proactive legal approach protects your company while helping you attract and retain great talent.

Hiring With Confidence

Recruiting top talent starts with legally sound documentation. Our lawyers draft customized offer letters, employment contracts, consulting agreements, and confidentiality terms that reflect your company’s size, stage, and risk tolerance. These documents set clear expectations around compensation, responsibilities, and intellectual property ownership.

Beyond individual agreements, we help implement policies that guide your growing team. From anti-discrimination protocols to vacation accrual and remote work guidelines, we build employee handbooks that align with your brand values while staying fully compliant.

We also advise on classification — one of the most common (and costly) areas of employment risk. Whether you’re hiring full-time employees or working with independent contractors, we make sure your roles are classified properly under IRS and Department of Labor guidelines. Misclassification can lead to audits, back taxes, and penalties — but with the right structure, you can operate confidently.

Structuring Equity Compensation

Startups and growth-stage companies often use equity as a tool to attract early hires, reward key contributors, and retain top performers. But equity compensation is a regulated space that requires careful planning.

We help you design and document equity packages tailored to your team structure and investor requirements. Our lawyers structure stock option plans, restricted stock unit (RSU) grants, and advisor equity arrangements with a clear focus on compliance and transparency. We’ll guide you through 409A valuations, ensure you’re within Rule 701 limits, and prepare board resolutions that support your equity grants.

Whether you’re creating an equity pool pre-funding or expanding it after a growth round, we ensure your cap table reflects your goals — and your grants support long-term alignment between your company and your team.

Preparing for Investors and Acquisitions

Growth often brings scrutiny. Whether you’re planning a capital raise, onboarding new investors, or exploring an acquisition, you’ll be expected to present a clean, complete legal picture. Disorganized documentation can derail negotiations, reduce valuation, or erode investor confidence. Preparation is more than a formality — it’s a competitive advantage.

Building Diligence-Ready Infrastructure

Investors and buyers want to see that your company is not only growing — but that it’s built to last. That means having your corporate records in order. Our lawyers review and organize your foundational documents, including your corporate charter, bylaws, board resolutions, equity issuances, and IP assignments.

We conduct internal legal audits to identify risks, resolve inconsistencies, and close gaps that could raise red flags during diligence. We also assist in assembling virtual data rooms, managing document requests, and coordinating responses to investor questionnaires — all with an eye toward clarity, consistency, and strategic framing.

Whether you’re raising a seed round, courting venture funding, or positioning for acquisition, we help you show up ready — with nothing to hide and everything to gain.

Supporting Capital Raises and M&A Transactions

When negotiations begin, the stakes rise quickly. Investors and acquirers will scrutinize every term — and your ability to respond quickly and decisively matters. Our lawyers help you understand, negotiate, and finalize key deal documents including term sheets, stock purchase agreements, investor rights agreements, and other closing deliverables.

We work closely with you to manage timelines, protect your equity, and secure terms that reflect your goals. If you’re raising capital, we help structure investments that support long-term growth without unnecessary control concessions. If you’re selling, we help you prepare a clean exit and avoid post-closing surprises.

At every step, we act as your legal partner — focused on protecting your interests, anticipating issues, and helping you navigate complexity with confidence.

Outside General Counsel Services

As your business evolves, so do your legal needs. Retaining outside general counsel gives you access to experienced, business-savvy legal guidance — without the cost of a full in-house team.

Whether you’re facing a specific challenge or just want a steady legal partner on call, our lawyers are here to support your business in real time. We handle everything from reviewing sales contracts and vendor terms to advising on compliance issues and helping your board make strategic decisions.

Our general counsel services are structured to match your workflow — whether that means monthly check-ins, rapid-turnaround projects, or ongoing collaboration with your leadership team.

A Long-Term Legal Partner You Can Trust

At the Fridman Law Firm, we build relationships, not just documents. Our team becomes an extension of yours, ready to advise at key inflection points and help you anticipate legal needs before they become legal problems.

We offer strategic counsel that’s grounded in business realities, always tailored to your priorities, and designed to help you lead with clarity.

Ready to move forward with a partner who understands corporate law from the inside out? Contact the Fridman Law Firm to schedule a strategy session and find out how our lawyers can support your next stage of growth.

Frequently Asked Questions