U.S. Corporate & Transactions

Structuring transactions under U.S. law has been at the core of our practice since the firm was founded. Over more than ten years, we have helped hundreds of companies launch and operate businesses in the United States, raise venture capital from SAFEs through Series C, and execute M&A and joint venture transactions. We advise founders and shareholders on co-founder separations and corporate restructurings, draft the commercial agreements that drive their U.S. operations, and conduct legal due diligence for acquirers and investors.

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Our Specialization

Venture Financing

We represent founders and investors across SAFE and convertible note rounds and priced Seed through Series C financings. Our work covers the full set of transaction documents, negotiation of investor rights and founder protections, and the corporate governance arrangements that follow each round.

Business Formation

We incorporate and launch U.S. businesses for international founders through Skala, our proprietary platform. Beyond formation, we put in place the foundational corporate, tax, and equity arrangements a company needs in its first year of operations.

Co-Founder Separation and Corporate Restructuring

We guide companies through co-founder departures and equity unwinds, drafting separation agreements, repurchase agreements, and amended cap table documentation. We also advise on governance restructuring, board reconstitution, and updates to shareholder agreements to reflect the new ownership and leadership structure.

Due Diligence and Risk Management

We handle legal due diligence for acquirers, investors, and founders preparing for a transaction. Our reviews cover corporate structure, capitalization tables and stock option plans, chain of title to key intellectual property, material contracts, and litigation exposure. We also help early-stage startups preparing for YC, Alchemist, and similar accelerators get their equity, corporate documents, and IP assignments in order before the process begins.

M&A Transactions

We advise buyers, sellers, and targets on structuring and executing M&A transactions. Our work includes designing the deal architecture, drafting and negotiating the commercial agreements, and assessing the legal and regulatory risks that shape each deal.

Key Commercial Agreements

We draft and negotiate the commercial contracts that drive our clients’ U.S. operations: IP licensing, distribution, services agreements, and data-sharing arrangements. We also prepare customer-facing documents — terms of use, privacy policies, EULAs, and acceptable use policies — tailored to each product and its regulatory context.

Legal Guide for Startup Founders in the U.S.

Our Experience

Multi-State Licensing for an Online Education Company

We assisted an online education provider in obtaining state authorizations across 22 jurisdictions for its non-degree programs. Our team identified and addressed compliance requirements under state education licensing laws, federal and state consumer finance statutes, including Regulation Z, and related data privacy laws. We revised the company’s terms of service, enrollment agreements, and privacy policies, prepared and filed all state licensing applications, and coordinated surety bond procurement and agency correspondence through final approval in each jurisdiction.

Cross-Border Joint Venture for Residential Building Technology

We structured and documented a contractual joint venture between a UAE partner and a U.S.-based partner to deploy a proprietary construction technology in the residential building sector. Our team drafted the letter of intent and negotiated the definitive joint venture agreement, addressing contributions and asset protection, mutual indemnification, contracting authority and limitations, governance and decision-making frameworks, and exit and termination mechanics. We also addressed intellectual property ownership, confidentiality, cross-border regulatory considerations, and dispute resolution.

Business Divorces and Co-Founder Separations

We have represented founders, shareholders, and partners through business divorces ranging from early-stage startups to multi-million-dollar enterprises across a variety of industries. Our team negotiates and handles the full scope of separation, including buyout and exit terms, valuation of business interests, intellectual property division and licensing arrangements, stock and equity redemption, non-compete and non-solicitation provisions, unwinding of shared operations, and post-dissolution transition obligations. Where disputes arise, we work to resolve them efficiently through negotiation or, when necessary, through arbitration and litigation.

M&A Transaction Involving a Lithium Mining Company in Canada

We conducted an in-depth review of the company’s transaction history, ownership structure, and potential conflicts of interest among shareholders. Our team assessed regulatory risks, including local licensing and sector-specific requirements applicable to the mining industry. We advised on the deal structure and coordinated legal workstreams across the United States and Canada.

Pre-Acquisition Due Diligence of a Major International Logistics Company

We conducted comprehensive due diligence of the target’s corporate structure, contractual relationships, and operations across multiple jurisdictions. Our team assessed the applicability of U.S. antitrust regulation and analyzed a range of specific risks, including legacy liabilities, corporate restrictions, and material terms of key contracts, including government-related agreements. We delivered a detailed report setting out the key findings and recommendations for structuring the transaction.

Restructuring of a Gold Mining Holding Across the CIS and the United States

We structured the formation of a joint venture as part of a comprehensive restructuring of a holding involving companies in the CIS and the United States. Our lawyers advised on U.S. corporate and tax matters and on the intra-group reallocation of assets and debt obligations, and prepared and negotiated the corporate documentation.