Industries Served Expertise developed through experience

Business Development/Joint Ventures
Weinberg Gonser attorneys understand how to get deals done and achieve identified goals. We help our clients negotiate from a position of value, opportunity and strength. Our attorneys provide positioning and market knowledge to executives and founders alike in a wide range of industries, and in finance (including capital raising), licensing, structuring for growth, and more, across nearly all industries.

 

Services and Added Value Include:

• Access to in-house business development officers and lawyers for major agencies and brands
• Licensing of intellectual property, including trade secrets, technology, name and likeness, trade and service marks
• Advice on distribution and sales, both domestic and international

 

Our attorneys also have extensive experience structuring complex transactions, strategic alliances and joint ventures designed to develop all manner of business opportunities, including commercialization of technology and other intellectual property rights.

 

Corporate Counseling: 
Weinberg Gonser Frost offers its clients cost-effective, part-time “outside general counsel” services on an ongoing basis. Our attorneys have personal experience, skills and expertise that are well suited to the unique needs and problems of entrepreneurial and changing businesses, from start-up through exit.

 

Services Include:

• Financing agreements and introduction to banking relationships
• Employee, officer and independent contractor agreements
• Lease negotiation and review
• Oversight on vendor relationships
• Risk identification and elimination
• Corporate structuring for financings, growth and control

 

Added Value Includes:

• Improved contractual and employee relationships
• Business advice and legal protection
• Significant litigation cost reductions
• Revised and increased bank credit lines and loans
• Introductions to trusted third-party professionals and services

 

Corporate Formation and Governance

Weinberg Gonser Frost organizes emerging growth companies and structures the equity relationships among founders, employees and investors; assists private placement financings with investments from venture capital funds and other sources; establishes cost-effective employee benefit programs, including equity and compensation-based incentive programs; and structures corporate partnerships and joint venture relationships.

 

Services Include:

• Advice on fundraising and corporate structuring
• Advising on appropriate type of entity and jurisdiction
• Entity formation (i.e., corporations, LLCs, partnerships, joint ventures)
• Drafting of term sheets and private placement memoranda
• Agreements among founders, members, owners and shareholders
• Establishing boards of directors and advisory boards
• Advising boards of directors on fiduciary duties and powers
• Advising minority and controlling shareholders involved in acquisitions

 

Added Value Includes:

• Access to our relationships in the growth-capital community
• Comprehensive understanding of deal structures and finance
• Advice and explanation of entity choices
• Efficient and expedited entity formation
• Securities exemptions and cost effective offerings

What is a “business divorce”? It’s when partners need to separate, and, just as it is with marital divorces, it is almost never simple, and can be very costly both personally and in terms of time and money. So, when you wish to separate from a business partner or investor (or a business partner or investor is separating from you), you will want experienced legal counsel by your side.

 

Weinberg Gonser believes that business divorces require the ongoing focus of an experienced and creative team of corporate lawyers and litigators. Our lawyers are steeped in the laws that govern closely-held businesses, and know what actions you can take to give yourself an advantage in negotiations and, if necessary, during the course of any litigation.

 

We represent majority and minority stockholders, LLC members and partners with respect to:

• Advance Planning for a Separation
• Actions to Take Before Negotiations
• Non-competition Agreements
• Restructurings and Buy-outs
• Sunset Provisions and Earn-outs
• Employment Agreements
• Indemnification Agreements
• Confidentiality Agreements
• Intellectual Property Issues
• Litigation and Arbitration

 

Even if you have the essence of a separation or settlement agreed, there are a lot of details and issues to cover before there can be any real agreement, including timing, valuations, indemnification, taxation, non-competition agreements, close-out terms, and more. Let us guide you through your process (or help you avoid one).

 

For more on Business Divorces, see:

Bloomberg Law, Insight: Business Divorces—Preparing for the Worst

Law.com, COVID-19 and a Rise in Business Divorces

We regularly advise technology and technology-related businesses and entrepreneurs, from consumer and enterprise solutions to and through telecommunications, security and aerospace.

 

Services Include:

• Share and asset transactions
• Distribution agreements
• Reseller agreements
• Co-branding agreements
• Draft and negotiate agreements for:
  • Licensing
  • Purchase and sale of intellectual property
  • Distribution (including OEM, VAR, exclusive distribution, sales and other channel agreements)
  • Research and development
  • Internet services
  • SaaS and ASP services
  • Equipment leasing, manufacturing and supply
  • Publishing and multimedia
  • Confidentiality, non-use, and non-compete agreements
  • Professional and other services agreements

 

Added Value Includes:

• Access to our relationships in the growth capital and technology communities
• Deep understanding of deal structures and finance to maximize your results and protect your interests
• Advice and explanation of entity and jurisdiction choices and benefits

A substantial part of Weinberg Gonser’s practice is devoted to the representation of consumer packaged goods businesses in various industries including, beauty, fashion, fitness, toys and food and beverage.

 

We structure financings and partnerships with appropriate entities and mechanisms for each stage of growth. Capital needs and structuring in the direct to consumer and consumer retail industry is key, as is an understanding of digital marketing, labeling, real estate, HR, brand and other intellectual property issues.

 

We have the goals of the client in mind and the tools to assist as we guide founders through fund-raising, investor relations and governance and control issues with personal advice based on business experience. Our lawyers have founded, bought, raised capital for, invested in, and sold several start-up and other businesses over the years as principals — in good times and bad — and we utilize this unique business and legal experience every day on behalf of our clients.

 

In short: Weinberg Gonser offers a perfect combination of assets for both new and experienced entrepreneur-led growth companies in all consumer product industries: We have the large law firm knowledge and experience to work on financings involving the biggest lenders and investors (opposite large national and international law firms), yet we fully understand the entrepreneur and retain the ability to guide and advise on all the needs of brand-based growth companies from their founding.

 

WGF becomes an integral part of your team to provide all legal services a ‘consumer packaged goods’ business requires throughout its life cycle, for example

 

Start-up:

• Entity selection, formation and documentation
  • Information, options and the WHY behind the type of entity (e.g., C-corp, S-corp, LLC or partnership) and jurisdiction/state of formation
  • Equity incentive plans, including stock options, profits interests or alternative mechanisms
• Initial capital raise
  • We handle all aspects of your initial financing, whether that be a “friends and family” or “seed” round, preferred equity, convertible note offering or SAFE note
• Intellectual Property
  • We help you establish and protect your brand, including registration and/or filing all trademarks, copyrights, trade secrets and patents.
• Commercial leasing/real estate
  • We help negotiate and finalize a lease or purchase of real estate.

 

Launch:

• Labor
  • Employment agreements
  • Contractor, consultant and advisor agreements
  • Intellectual Property and confidentiality agreements
• Website/Ecommerce
  • All guidance and documentation to launch and run your digital presence, including, privacy policies, terms of use, ecommerce and ongoing compliance
• Manufacturing
  • Negotiation and documentation of your relationships with your contract manufacturers, domestically and internationally
  • Compliance matters for packaging, labeling and marketing
• Fulfillment
  • 3PL agreements
• Distribution
  • Negotiation and documentation of distribution relationships with distributors, wholesalers and retailers
• Marketing
  • Collaboration agreements
  • Influencer agreements
  • Work-for-hire agreements with all outsourced creatives

 

Growth:

• Growth Capital
  • At this stage, we help you complete your growth capital needs, which may include one or more of the following: priced equity rounds (e.g., Series A, Series B, etc.), convertible note offerings, SAFE notes, purchase order financing, lines of credit, and secured or mezzanine debt
• Advanced Structure
  • Evaluate, inform and advise on corporate structure options to reduce/segment risk and provide for flexibility in growth and financing
• Outside General Counsel
  • During growth, we act as your outside general counsel to handle your day-to-day legal needs as an intimate part of your team
• Intellectual Property
  • Ongoing needs, which may include international trademarks to cover all appropriate territories worldwide
  • Licensing agreements
• Litigation
  • Pursue or defend legal claims that tend arise at this point in a company’s life cycle

 

Exit:

Finally, we assist you in evaluating and executing on your options to sale your business.

• Merger & Acquisitions
  • Merging into an existing acquirer or selling the equity of your business to an acquirer
• Asset Sale
  • Selling all or substantially all the assets of your business through an asset purchase agreement

A substantial part of our practice is devoted to the formation and representation of emerging growth businesses across a multitude of industries, including consumer packaged goods, brand based businesses, internet/technology, digital media, and restaurant and other hospitality.

 

Our lawyers have personally founded, bought, raised capital for, invested in, and sold several start-up and other businesses over the years as principals — in good times and bad — and we utilize this unique business and legal experience every day on behalf of our clients.

 

Services Include:

• Corporate formation and organization
• Management and governance
• Securities offerings and other complex equity and debt transactions (private placements, convertible notes, etc.)
• Commercial leases
• Trademark, copyright and trade secrets
• Non-traditional growth strategies and structures
• Outside general counsel
• Creation and execution of exit strategy

 

Added Value Includes:

• Access to our relationships in the growth capital community
• Introductions to our network of investors, advisors and strategic partners
• Introductions to our network of executives and businesses and other professionals

Our fashion industries practice has attorneys with more than 25 years of experience each representing fashion companies. Our attorneys work with both start-ups and larger, nationally known brands and companies, including manufacturers of clothing, footwear, headwear, jewelry, handbags, luggage, cosmetics, and other fashion accessories, as well as local, regional, national and international retailers.

 

In addition to handling corporate structuring and formation, we represent clients in the formation, acquisition and protection of trademarks and copyrights in the United States and throughout the world, as well as in the negotiation, documentation and enforcement of licensing, manufacturing and distribution agreements for local, regional and worldwide markets.

 

WG becomes an integral part of your team to provide all legal services a fashion business requires throughout its life cycle, for example:

 

Start-up:

• Entity selection, formation and documentation
  • Information, options and the WHY behind the type of entity (e.g. C-corp, S-corp, LLC or partnership) and jurisdiction/state of formation
  • All equity incentive plans, whether stock options, profits interests or alternative mechanisms
• Initial Capital Raise (if any)
  • We handle all aspects of your initial financing, whether that be a “friends and family” or “seed” round, preferred equity, convertible note offering or SAFE note
• Intellectual Property
  • We can help you establish and protect your brand, including registration and/or filing all trademarks, copyrights, trade secrets and patents.
• Commercial leasing/real estate (if any)
  • We help you negotiate and finalize a lease or purchase of real estate for your business.

Launch:

• Labor
  • Employment agreements
  • Contractor, consultant and advisor agreements
  • Intellectual Property and confidentiality agreements
• Website/Ecommerce
  • All guidance and documentation to launch and run your digital presence, including, privacy policies, terms of use, ecommerce and ongoing compliance
• Manufacturing
  • Negotiation and documentation of your relationships with your contract manufacturers, domestically and internationally
  • Compliance matters in connection with packaging, labeling and marketing
• Fulfillment
  • 3PL agreements
• Distribution
  • Negotiation and documentation of all distribution relationships with distributors, wholesalers and retailers
• Marketing
  • Collaboration agreements
  • Influencer agreements
  • Work-for-hire agreements with all outsourced creatives

 

Growth:

• Growth Capital
  • At this stage, we help you complete your growth capital needs, which may include one or more of the following: priced equity rounds (e.g. Series A, Series B, etc.), convertible note offerings, SAFE notes, purchase order financing, lines of credit, and secured or mezzanine debt
• Advanced Structure
  • Evaluate, inform and advise on corporate structure options to reduce/segment risk and provide for flexibility in growth and financing
• Outside General Counsel
  • During growth, we act as your outside general counsel to handle your day-to-day legal needs as an intimate part of your team
• Intellectual Property
  • Ongoing needs, which may include international trademarks to cover all appropriate territories worldwide
  • Licensing agreements
• Litigation
  • Pursue or defend legal claims that tend arise at this point in a company’s life cycle

 

Exit:

Finally, we assist you in evaluating and executing on your options to sale your business.

• Merger & Acquisitions
  • Merging into an existing acquirer or selling the equity of your business to an acquirer
• Asset Sale
  • Selling all or substantially all the assets of your business through an asset purchase agreement

Our attorneys are also experienced investors and business people. As attorneys, we have done our share of fairness opinions and large bank syndications, but we primarily represent issuers and investors in early-stage and growth company debt and equity financing transactions involving venture capital and family office funding. Clients also call on us to evaluate investment opportunities from both a business and financial perspective as well as a legal one.

 

Services Include:

• Reviewing and vetting deals as lawyers who understand finance and business
• Negotiation of deal terms
• Closing the transaction and accompanying documentation

 

Added Value Includes:

• Understanding the strengths and weaknesses of each opportunity
• Insight into the current investor market through our network
• Introduction to proprietary deal flow and other opportunities

At Weinberg Gonser, our attorneys work with both start-ups and nationally recognized brands. We have seen the ins and outs of the Food and Beverage industry and our experience allows us to better guide and protect our clients throughout their business journey. Whether the goal is formation or financing, we are at our client’s side every step of the way.

 

In addition to handling the corporate formalities and financing, we represent clients in the formation, acquisition and protection of trademarks and copyrights in the United States and throughout the world, as well as negotiation, documentation and enforcement of licensing, manufacturing and distribution agreements for local, regional and worldwide markets.

 

WG becomes an integral part of your team to provide all legal services a Food & Beverage business requires throughout its life cycle, for example:

 

Start-up:

• Entity selection, formation and documentation
  • Information, options and the WHY behind the type of entity (e.g., C-corp, S-corp, LLC or partnership) and jurisdiction/state of formation
  • Equity incentive plans, whether stock options, profits interests or alternative mechanisms
• Initial Capital Raise
  • We handle all aspects of your initial financing, whether that be a “friends and family” or “seed” round, preferred equity, convertible note offering or SAFE note
• Intellectual Property
  • We help you establish and protect your brand, including registration and/or filing all trademarks, copyrights, trade secrets and patents.
• Commercial leasing/real estate
  • We help negotiate and finalize a lease or purchase of real estate for your business.

 

Launch:

• Labor
  • Employment agreements
  • Contractor, consultant and advisor agreements
    c. Intellectual Property and confidentiality agreements
• Website/Ecommerce
  • All guidance and documentation to launch and run your digital presence, including, privacy policies, terms of use, ecommerce and ongoing compliance
• Manufacturing
  • Negotiation and documentation of your relationships with your contract manufacturers, domestically and internationally
  • Compliance matters for packaging, labeling and marketing
• Fulfillment
  • 3PL agreements
• Distribution
  • Negotiation and documentation of distribution relationships with distributors, wholesalers and retailers
• Marketing
  • Collaboration agreements
  • Influencer agreements
  • Work-for-hire agreements with all outsourced creatives

 

Growth:

• Growth Capital
  • At this stage, we help you complete your growth capital needs, which may include one or more of the following: priced equity rounds (e.g., Series A, Series B, etc.), convertible note offerings, SAFE notes, purchase order financing, lines of credit, and secured or mezzanine debt
• Advanced Structure
  • Evaluate, inform and advise on corporate structure options to reduce/segment risk and provide for flexibility in growth and financing
• Outside General Counsel
  • During growth, we act as your outside general counsel to handle your day-to-day legal needs as an intimate part of your team
• Intellectual Property
  • Ongoing needs, which may include international trademarks to cover all appropriate territories worldwide
  • Licensing agreements
• Litigation
  • Pursue or defend legal claims that tend arise at this point in a company’s life cycle

 

Exit:

Finally, we assist you in evaluating and executing on your options to sale your business.

• Merger & Acquisitions
  • Merging into an existing acquirer or selling the equity of your business to an acquirer
• Asset Sale
  • Selling all or substantially all the assets of your business through an asset purchase agreement

Attorneys in our intellectual property practice have more than 30 years of experience representing companies in a variety of intellectual property intensive fields, such as fashion/accessories manufacturers and retailers, consumer packaged goods, new media companies, advertising/PR companies, electronics manufacturers, sporting goods companies, food and beverage companies and restaurants. Weinberg Gonser attorneys work with start-ups, larger, nationally known brands and companies, and international companies. We represent clients in the formation, acquisition and protection of trademarks and copyrights in the United States and throughout the world, as well as in the negotiation, documentation and enforcement of licensing, manufacturing and distribution agreements for local, regional and worldwide markets.

 

Services Include:

• US and international trademark registration
• Copyright registration
• Brand extension by means of a comprehensive program of targeted licensing/distribution agreements
• Intellectual property transactions (including both the acquisition and sale of intellectual property assets)
• Drafting and negotiating non-disclosure/confidentiality agreements
• Trademark/copyright infringement litigation
• Opposition and cancellation practice before the Trademark Trial and Appeal Board

 

Added Value Includes:

• Ability to act as outside general counsel to our clients
• Our attorneys have owned and operated intellectual property intensive businesses and have a deep understanding of the field
• Access to our relationships in the growth capital and technology community

Weinberg Gonser attorneys represent businesses and individuals on both the buy and sell sides in connection with mergers and acquisitions, including stock and asset purchases and recapitalizations.

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While we routinely represent clients with M&A experience, we also have a special ability to personally support and guide business owners through all aspects of their first-time liquidity events and post-event planning.

 

Let us put our experience, knowledge and creativity to work for you.

 

Services Include:

• Preparation of entity and business for sale transactions
• Review and analysis of target companies
• Negotiation of banker engagement letters
• Preparation and renegotiation of needed contracts in advance of sale
• Review and analysis of purchaser securities when used as part of purchase price or earn-out
• Negotiation of purchase and sale agreements
• Negotiation of executive employment agreements
• Negotiation of seller financing and earn-outs

 

Added Value Includes:

• Reviews of transactional, financial, and business alternatives
• Special ability to support and guide clients through first-time liquidity events
• Client education on current market for the “deal”
• Fully informed decisions at all stages of a transaction, from term sheet to close
• Introductions to our network of investors, advisors and strategic partners
• Introductions to our network of executives, businesses and other professionals

Weinberg Gonser represents many founders, C-level executives, entertainers, athletes, celebrities and public personalities. Weinberg Gonser helps you and your team manage the unique problems and opportunities that accompany great personal success.

 

Services Include:

• Acting as personal general counsel to high-profile individuals and emerging talent
• Sourcing and oversight on all legal matters (e.g., litigation, estate planning, etc.)
• Negotiating and drafting endorsements, licensing, and joint ventures
• Advising with respect to outside business interests
• Vetting and structuring of business opportunities

 

Value Added:

• We understanding the wants, needs and fears of high-profile individuals
• Risk management and analysis of risk and reward with exposure to investments and opportunities
• In-depth knowledge of the market for services (e.g., “What should I get paid as an advisor or spokesperson?”)
• Relationships with brands, agents and managers

The lawyers of Weinberg Gonser LLP represent high net worth individuals, entrepreneurs, tenants and institutional investors in the leasing, acquisition, disposition, financing and capital raising in connection with their real estate investment and use. If you are acquiring, or if you own, use, or develop real property for residential, commercial, recreational or agricultural purposes, or need guidance through the maze of environmental regulations, zoning, and permitting requirements imposed by federal, state and local governmental agencies, WG is both willing and able to help ease this process.

A substantial part of Weinberg Gonser’s practice is devoted to the representation of restaurants, hospitality groups, chefs, and other members of the hospitality industry. Our clients include single-unit brands, multi-unit restaurant and specialty retail concepts and hospitality groups.

 

We represent several celebrated restaurants and restaurant groups, and have introduced chefs, operators and financiers to each other to assist in our clients’ creation, expansion and success. Our lawyers have advised from “restaurant one” through the regional and national expansions for multiple restaurant concepts.

 

We structure financings and partnerships with appropriate entities and mechanisms for each stage of growth. Capital needs and structuring in the hospitality industry is key, as is an understanding of the real estate, HR, brand and other intellectual property issues.

 

We are well known in the industry for working with restaurateurs to handle corporate formation, partnerships, trademark, leasing, fund raising, expansions and securities offerings.

 

Services Include:

• Corporate formation and organization
• Management and governance
• Securities offerings and other complex equity and debt transactions (e.g., private placements, convertible notes, etc.)
• Commercial leases
• Trademark, copyright and trade secrets
• Non-traditional growth such as licensing in hotels and airports and management agreements
• Outside general counsel
• Creation and execution of exit strategy

 

Added Value Includes:

• In-depth knowledge of the economics and operations of running multi-unit consumer businesses
• Introductions to professionals and talent in our hospitality industry network
• Access to our relationships in the growth capital community
• Introductions to our network of investors, advisors and strategic partners

Entertainment
Our attorneys provide advice and counsel for clients throughout the entertainment industry. We negotiate and structure transactions to maximize our clients earning potential and most effectively protect their interests. Our clients include individuals and companies in the motion picture, television, publishing, multimedia, culinary and music industries.

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We protect our client’s personal, business and intellectual property rights, and, when necessary, we act as litigation counsel to achieve the desired results. At all times, we offer our clients options and tools to make intelligent and informed choices.

 

Services Include:

• Film and television production legal services, from company formation, investor financing and pre-production through production and distribution
• Artist employment agreements
• Option agreements
• Writer collaboration agreements
• Literary submission and sale agreements
• Publishing agreements
• Endorsement agreements

 

Added Value Includes:

• Access to our relationships in the entertainment community
• Comprehensive understanding of deal structures and finance to maximize your results and protect your interests

 

Sports
Our attorneys have extensive experience representing businesses and individuals (athletes, coaches and front office executives) in the sports industry. We combine our legal expertise with our knowledge of, and relationships in the sports industry to service our clients in achieving their desired results.

 

Services Include:

• Assisting companies in procuring and attaching “talent” to their products and services
• Assisting companies in securing licenses to intellectual property of sports leagues and properties
• Negotiating and drafting endorsements, licensing and joint ventures
• Purchase or sale of sports leagues, franchises and properties
• Vetting and structuring of business opportunities

 

Added Value Includes:

• In-depth knowledge of the market (e.g., “What does it cost to get athlete X?” or “What should I be paid if I am athlete Y?”)
• Comprehensive understanding of the sports industry
• Relationships with leagues, teams, players, agents and managers

Weinberg Gonser LLP is ideally positioned to assist and guide both companies and investors in the rapidly-developing cannabis industry.

 

Practical and Sophisticated Business Guidance and Representation

 

Weinberg Gonser attorneys have legal, financial and personal business experience and skills that are especially well-suited to the unique issues that face entrepreneurs and active businesses, from start-up through exit.

 

The cannabis industry continues to evolve, grow, and gain in legitimacy. Such progress is resulting in both new and expanding opportunities and, at the same time, some significant growing pains and increasingly complex business challenges for cannabis-industry leaders. Cannabis businesses and industry participants wishing to overcome such challenges and to stay ahead of the many issues associated with rapid growth and a developing business landscape have a significant and increasing need for solid advice from experienced and credible business lawyers.

 

WG LLP has that experience and credibility. Our lawyers offer practical, timely and sophisticated advice, and we work with some of the top cannabis-industry entrepreneurs, their companies and their collectives. We assist and guide clients in multiple industry verticals through all stages of growth — from their earliest formation, structuring and business development to and through sophisticated financings, capital raises, and major liquidity events (e.g., exits via sale, merger, or recapitalization).

 

WG LLP attorneys are also well-versed in the legal intricacies and hurdles facing industry participants on a daily basis, including: HR issues (employees, officers and independent contractors), regulatory compliance, leasing, commerical and personal contract negotiations, investor communications, and other operating issues.

 

Investors: Investment in Growth

 

We also advise investors looking to make strategic investments in the industry, and apply the experience we have developed over time via our representation of financial and strategic investor clients across a multitude of industries. We work with and help our cannabis-industry clients (as well as savvy investors) review investment and acquisition options and opportunities and negotiate fair and protective investment terms.

 

Services Include:

• Corporate structuring for financings, growth and control

• Practical regulatory advice

• Equity and debt financings and related agreements and guidance

• Investor relations advice

• Risk identification and reduction/elimination

• Review of business opportunities, including partnerships and acquisitions

• Mergers & Acquisitions — buying and selling businesses

• Lease negotiation and review

• Employee, officer and independent contractor agreements

• Negotiation and oversight of vendor and distribution relationships

 

Added Value Includes:

• Improved contractual and employee relationships

• Business/corporate advice and legal protection

• Significant litigation oversight focusing on business goals and efficiency

• Introductions to trusted third-party professionals and services

 

** Regarding Federal Law Affecting Cannabis and the Cannabis Ecosystem

 

WG LLP advises on California and other state laws and regulations governing cannabis. Federal law currently conflicts with state laws, and compliance with state laws and regulations do not offer protection from U.S. federal enforcement actions or plans. The possession, cultivation, distribution, manufacture and sale of cannabis/marijuana and related products are illegal under U.S. federal law (including via the United States Controlled Substances Act). Although the U.S. Department of Justice has noted that an effective state regulatory system, and compliance with such a system, should be considered with respect to its own exercise of investigative and prosecutorial discretion, this overall policy and guidance is neither definitive nor guaranteed to be consistently applied or to remain static. In fact, such policy and guidance may be modified without notice at any time. So, even in states where the production and sale of cannabis for medical and/or adult recreational use is permitted pursuant to state and local law, the federal government may still move against individuals and businesses with federal criminal or civil enforcement actions. As a result of such uncertainty and federal reach, simple business functions such as banking and the leasing of property may pose significant hurdles for cannabis-related businesses, and contracts entered into by cannabis-related businesses may be difficult or impossible to enforce.

At Weinberg Gonser our attorneys have extensive knowledge and years of combined experience working with start-ups in various industries ranging from Consumer Packaged Goods to Technology to Hospitality. We have witnessed the various dynamics of the startup world which allows us to provide clear guidance and protection for clients throughout the various stages of their business journey.

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In addition to handling financing scenarios and corporate matters, including formation and governance, we also represent clients in the formation, acquisition and protection of trademarks and copyrights in the United States and throughout the world, as well as negotiation, documentation and enforcement of licensing, manufacturing and distribution agreements for local, regional and worldwide markets.

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WG becomes an integral part of your team to provide all legal services a start up business requires throughout its life cycle, for example:

 

Start-up:

• Outside General Counsel
  • During growth, we act as your outside general counsel to handle your day-to-day legal needs as an intimate part of your team
• Entity selection, formation and documentation
  • Information, options and the WHY behind the type of entity (e.g., C-corp, S-corp, LLC or partnership) and jurisdiction/state of formation
  • Equity incentive plans, including stock options, profits interests or alternative mechanisms
• Initial Capital Raise
  • We handle all aspects of your initial financing, whether that be a “friends and family” or “seed” round, preferred equity, convertible note offering or SAFE note
• Intellectual Property
  • We help you establish and protect your brand, including registration and/or filing all trademarks, copyrights, trade secrets and patents.
• Commercial leasing/real estate
  • We help negotiate and finalize a lease or purchase of real estate.

 

Launch:

• Labor
  a. Employment agreements
  • Contractor, consultant and advisor agreements
  • Intellectual Property and confidentiality agreements
• Website/Ecommerce
  • All guidance and documentation to launch and run your digital presence, including, privacy policies, terms of use, ecommerce and ongoing compliance
• Manufacturing
  • Negotiation and documentation of your relationships with your contract manufacturers, domestically and internationally
  • Compliance matters for packaging, labeling and marketing
• Fulfillment
  • 3PL agreements
• Distribution
  • Negotiation and documentation of distribution relationships with distributors, wholesalers and retailers
• Marketing
  • Collaboration agreements
  • Influencer agreements
  • Work-for-hire agreements with all outsourced creatives

 

Growth:

• Growth Capital
  • At this stage, we help you complete your growth capital needs, which may include one or more of the following: priced equity rounds (e.g., Series A, Series B, etc.), convertible note offerings, SAFE notes, purchase order financing, lines of credit, and secured or mezzanine debt
• Advanced Structure
  • Evaluate, inform and advise on corporate structure options to reduce/segment risk and provide for flexibility in growth and financing
• Intellectual Property
  • Ongoing needs, which may include international trademarks to cover all appropriate territories worldwide
  • Licensing agreements
• Litigation
  • Pursue or defend legal claims that may arise at this point in a company’s life cycle

 

Exit:

We assist you in evaluating and executing on your options to sell your business.

• Merger & Acquisitions
  • Merging into an existing acquirer or selling the equity of your business to an acquirer
• Asset Sale
  • Selling all or substantially all the assets of your business through an asset purchase agreement