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Rebecca R. on ContractsCounsel
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5.0 (5)
Member Since:
March 16, 2022

Rebecca R.

Attorney
Free Consultation
St. Petersburg, FL/Nashville, TN
23 Yrs Experience
Licensed in FL, TN
University of Tennessee College of Law

An experienced commercial contracts attorney with sales, leasing, NDA, SEC compliance, corporate governance, commercial real estate, and employment experience. Also well versed in internal and external policy document and manual creation.

Christina S. on ContractsCounsel
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5.0 (1)
Member Since:
November 1, 2022

Christina S.

Managing Attorney
Free Consultation
Kingsport, TN
13 Yrs Experience
Licensed in TN
Appalachian Law School

I am an attorney who has been practicing for over a decade, experienced in multiple areas of law, both from a litigation and more procedural side. The great thing about my practice is that it has trained me to deal with so many different types of problems and to find solutions in a variety of legal scenarios that are almost never similar.

Dean F. on ContractsCounsel
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5.0 (5)
Member Since:
November 18, 2022

Dean F.

Managing Attorney
Free Consultation
Castle Rock, CO
28 Yrs Experience
Licensed in CA, CO, TN
University of Mississippi School of Law

Ferraro Law Firm was founded by Dean C. Ferraro. Dean earned his Bachelor's Degree from California State Polytechnic University, Pomona ("Cal Poly Pomona") in 1992 and his J.D. Degree from the University of Mississippi School of Law ("Ole Miss") in 1996. He is licensed to practice law in the State Courts of Colorado, Tennessee, and California. Dean is also admitted to practice before the United States District Courts of Colorado (District of Colorado), California (Central District), and Tennessee (Eastern District). Shortly after earning his law license and working for a private law firm, Dean joined the District Attorney's office, where he worked for five successful years as one of the leading prosecuting attorneys in the State of Tennessee. After seven years of practicing law in Tennessee, Dean moved back to his birth state and practiced law in California from 2003-2015. In 2015, Dean moved with his family to Colorado, practicing law in beautiful Castle Rock, where he is recognized as a highly-effective attorney, well-versed in many areas of law. Dean's career has entailed practicing multiple areas of law, including civil litigation with a large law firm, prosecuting criminal cases as an Assistant District Attorney, In-House Counsel for Safeco Insurance, and as the founding member of an online law group that helped thousands of people get affordable legal services. Pursuing his passion for helping others, Dean now utilizes his legal and entrepreneurial experience to help his clients in their personal and business lives. Dean is also a bestselling author of two legal thrillers, Murder in Santa Barbara and Murder in Vail. He currently is working on his next legal thriller, The Grove Conspiracy, set to be published in 2023.

Robert M. on ContractsCounsel
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5.0 (3)
Member Since:
February 14, 2023

Robert M.

Attorney
Free Consultation
Nashville
3 Yrs Experience
Licensed in TN
Nashville School of Law

Robert is a sixth-generation Tennessean and part of a long line of Tennessee attorneys: There has been a Marks attorney in Tennessee since 1856. In 1929, Robert’s great-grandfather established an event venue, Shadowbrook, which Robert has worked at his entire life, including managing for 10 years. He knows what business owners are dealing with—especially venue owners—because he has dealt with it. While Robert loves the hospitality industry, he pursued his passion. In 2016, Robert decided to attend law school and continue managing the business. He thrived. He was a founding member of the Nashville School of Law's Legal Aid Society, received the Tennessee Supreme Court’s Law Student for Justice award, and interned with the Tennessee Supreme Court's Access to Justice Commission. Before co-founding Mercury Legal Group, Robert focused on estate planning in solo practice. In this role, he helped clients protect what they had spent a lifetime building. Now he helps his clients build their businesses by providing tailored legal services.

Connie C. on ContractsCounsel
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5.0 (18)
Member Since:
June 14, 2023

Connie C.

Attorney
Free Consultation
Tennesee
10 Yrs Experience
Licensed in TN
Nashville School of Law

Connie Chadwick presently focuses her law practice in Tennessee on flat fee legal services which commonly include family court settlements such as divorces, child support orders, custody agreements; contracts; business formation services; and estate plans. Connie is also a Tennessee licensed residential general contractor with over fifteen years of experience in the construction field. With both legal and construction experience, Connie is a logical choice for contractor disputes. Connie earned her Doctorate of Jurisprudence from The Nashville School of Law after earning her Bachelor of Science in Accounting and Finance from Lipscomb University. www.conniechadwicklaw.com Connie Chadwick is recognized by peers and was selected to SuperLawyers Rising Stars for 2017 - 2023. This selection is based off of an evaluation of 12 indicators including peer recognition and professional achievement in legal practice. Being selected to Rising Stars is limited to a small number of attorneys in each state. As one of the few attorneys to garner the distinction of Rising Stars, Connie Chadwick has earned the respect of peers as one of the top-rated attorneys in the nation.

Abraham W. on ContractsCounsel
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Member Since:
November 18, 2021

Abraham W.

Owner
Free Consultation
Nashville, TN
5 Yrs Experience
Licensed in NY, TN
Harvard Law School

Abraham's practice focuses on counseling emerging group companies in the technology and other commercial agreements, and assisting equity financings (specifically venture capital).

Amos M. on ContractsCounsel
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Member Since:
January 14, 2022

Amos M.

Principal
Free Consultation
Nashville, TN
16 Yrs Experience
Licensed in GA, TN
Mississippi College School of Law

Since 2008, I have worked to assist clients in solving problems and addressing challenges that inevitably arise as a business grows - both anticipated and unexpected. My experience in Georgia and Tennessee in both drafting contracts and enforcing them via litigation and/or arbitration has provided clients with unique insights that help them anticipate problems and inform their decisions from start to finish.

Jessee B. on ContractsCounsel
View Jessee
Member Since:
March 14, 2022

Jessee B.

Attorney | Creative at Law
Free Consultation
Tennessee
11 Yrs Experience
Licensed in TN
The University of Memphis—Cecil C. Humphreys School of Law | Juris Doctor, Law)

Whether you're thinking of starting your own business and not sure how to bring your vision to life, or you're a business owner, creative professional, creator, influencer, artist, musician, startup, nonprofit, or entrepreneur who wants to grow your business and protect your content and brand—I can help. Get experienced legal counsel, quality representation, and creative solutions customized to fit your unique needs. Services include: entity formation, business issues, planning, financing, and strategy; contract drafting, review, and negotiation; intellectual property protection; copyright and trademark filing; startup and nonprofit setup and guidance; real estate matters; property purchase, sale, and leasing; assistance with legal issues related to content creation, branding, design, writing, film, music, art, entertainment, social media, e-commerce, marketing, advertising, data and privacy compliance, and more. Questions? Let's work together. Reach out and say hello.

Jerry L. on ContractsCounsel
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Member Since:
May 17, 2022

Jerry L.

Attorney
Free Consultation
Nashville, Tennessee
7 Yrs Experience
Licensed in TN
University of Tennessee

Jerry provides legal advice to business owners regarding contracts, business law, labor & employment, wills and estates, and real estate.

John M. on ContractsCounsel
View John
Member Since:
April 3, 2023

John M.

Co-Managing Attorney
Free Consultation
Middle Tennessee
3 Yrs Experience
Licensed in TN
Nashville School of Law

John has extensive leadership experience in various industries, including hospitality and event-based businesses, then co-founded a successful event bar company in 2016. As co-founder, John routinely negotiated agreements with venues, suppliers, and other external partners, swiftly reaching agreement while protecting the brand and strategic objectives of the company. He leverages his business experience to provide clients with strategic legal counsel and negotiates attractive terms.

John V. on ContractsCounsel
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Member Since:
February 20, 2024

John V.

owner
Free Consultation
Veach Law PLLC
41 Yrs Experience
Licensed in NC, TN, TX
Georgetown Law School

Education: Georgetown Law (83), Yale (75- BA in Economics), Hotchkiss School (1970). Practice areas have included commercial litigation, individual litigation, and securities litigation and arbitration.

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Securities Legal Questions and Answers

Securities

LLC Operating Agreement

Texas

Asked on Aug 24, 2021

Can an LLC buy stocks for a fee?

I'm forming an LLC in order to manage some money investing in the stock market, (Friends and family only) I will be charging a percentage fee on the profits. Can an LLC be formed to invest in stocks and charge a performance fee? Thank you.

Forest H.

Answered Aug 25, 2021

Generally, if you are "advising others regarding investment decisions for compensation" you are regulated by the SEC as an investment advisor and subject to oversight and registration with the SEC. There are exemptions, for example, a "Family Office" is not required to register. However, all investors and owners in a Family Office must be actual family and friends would be excluded.

Read 1 attorney answer>

Securities

SAFE Note

California

Asked on Jul 13, 2023

SAFE Note interest accrual?

I am a business owner who recently completed a Series A round of funding. As part of this funding round, I issued SAFE Notes to my investors. I am now trying to understand the implications of these notes, specifically regarding interest accrual. I want to make sure I am compliant with all the terms of the SAFE Note agreement and understand the effects of interest accrual on my company's finances.

Thaddeus W.

Answered Aug 11, 2023

Thanks for the interesting question. There may be some conflation of issues here. A few points may help to clarify -- 1. A SAFE and a Note are different animals. Notes are debt instruments and, accordingly, usually have an interest component. SAFE's are not debt and so do not accrue interest. Convertible Notes and SAFE's are similar in that they both typically convert into preferred stock when the company **later** issues preferred stock. Also, Convertible Notes and SAFE's are often issued without regard to a company's then-current valuation. 2. You said your company issued SAFEs / Notes "as part of" a Series A funding. That's not legally impossible, of course, but it would be unusual, so it would be helpful to make sure we are using the same "glossary" of terms. Typically, the phrase "Series A funding" refers to a company's issuance of Series A Preferred Stock; such transactions involve putting a value on the company so that the Series A stock can be priced. Series A rounds often are preceded by the company issuing Convertible Notes or SAFE's without a valuation of the company (that is, the company and investors "kick the can down the road" to a later time when the company's operating history can justify a valuation). Then, when the Series A round occurs and shares of Series A are priced based on the company valuation, any pre-existing Convertible Notes and SAFE's convert into shares of Series A preferred stock at a conversion price that is equal to the price paid by the Series A purchasers, minus the discount that the Convertible Notes or SAFE's give to their holders. (NOTE: these days, often there is a round of preferred stock sold BEFORE Series A, called Series Seed. This is not required, but common. Sometimes SAFE's or Notes are issued between Series Seed and Series A, but, again, it would be the odd investor who purchased a SAFE or a Note in the same financing round in which preferred stock is sold.) 3. The implications of SAFE's and notes can be several. One of the biggest is their impact on the company's capitalization table ... that is, on the ownership interests of other shareholders, especially the founders. The terms of each Note or SAFE will determine their impact when they convert, especially if they have a "valuation cap" ... which is a provision by which an effective discount is given to the holder of the SAFE / Note. Valuation caps can result in more dilution to the founders and other pre-existing shareholders than they might expect, depending on the actual valuation of the company when these Convertible Notes and SAFE's do convert. 4. If you issued Convertible Notes or SAFE's as part of a Series A preferred stock round, the investors purchasing the Series A would have to have known about and approved of it. Their lawyers would have certainly raised eyebrows and asked questions. If these Convertible Notes / SAFE's were issued outside of the knowledge of the Series A investors, this would be expected to be problematic for the company, and possibly a breach of the Series A investment documents, or even a violation of certain securities laws. But, if all was approved by the investors, no problem. 5. Another implication worth noting is that since Convertible Notes are debt, they typically would be carried on (shown in) the company's balance sheet. Investors in Series A round always or nearly always have Information Rights to see the company's financial statements and be kept current on changes. Normally the company would have a contractual obligation to provide quarterly, if no monthly, financial reports and updates to Series A investors. These reports should include all information about SAFE's and Notes. 6. It should also be noted that Series A investment documents typically restrict the company from issuing many types of new securities without the approval of what these docs often call the "Requisite Holders." This is a defined term in the Series A investment docs (normally in the company amended and restated Charter), and is defined as the Series A holders that hold at least a stated number (e.g., a majority) of all of the Series A shares sold in the round. Note that these answers are not and should not be taken as legal advice for your particular situation. You should retain qualified legal counsel to have a formal lawyer-client relationship and your lawyer should review all relevant information. But, these concepts here are pretty fundamental. ~Thaddeus Wojcik, Wojcik Law Firm, PC

Read 1 attorney answer>

Securities

Stock Option Agreement

California

Asked on Jul 8, 2023

Stock option agreement and stock splits?

I am an employee of a company that is planning to offer stock options as part of my compensation package. I am trying to understand what would happen if my company does a stock split. Would my stock options be affected by the split, and if so, how? I want to make sure I understand the implications of a stock split before I accept the stock options as part of my compensation.

Thaddeus W.

Answered Aug 11, 2023

Good question! Typically, a stock split will result in an appropriate adjustment to an option award so that, after the adjustment, the option holder (you, in this case) is "made whole" -- that is, you are effectively in the same place economically (as far as this option is concerned) after the split with the option as you were before. If you look at your company's Stock Plan (the plan under which your options were authorized and granted to you), you will probably find a section called "Changes in Capitalization." (Or, you can search to document for the word "split" and may be able to find the governing provision that way.) The provision might be included in your Stock Option Agreement, but typically it is covered in the Plan. Anyway, the provision (wherever it is located in your documents) would normally say something along the lines of the following: "In the event of a stock split (and other events), the following will occur: (i) the numbers and class of shares covered by your option award, (ii) the exercise price per share of each outstanding option, and (iii) any applicable repurchase price per share issued under any option award, will be automatically proportionately adjusted in the event of a stock split (or other event)." (Usually the language is even more "legalesey" but that's pretty much the jist of it.) Of course, its impossible to say for sure in your situation (or in any other specific situation) without seeing the relevant documents and knowing all other relevant details, but that would be the typical approach.

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Securities

Investment Contract

California

Asked on Jul 10, 2023

Investment contract legal requirements?

I am interested in investing in a business opportunity, and the company has presented me with an investment contract. I want to ensure that the contract I am signing is legitimate and meets all legal requirements. I am looking for guidance from a lawyer to ensure that the contract is fair and legally binding.

Thaddeus W.

Answered Aug 11, 2023

Happy to discuss, but it seem like maybe you want to post a formal request for bids.

Read 1 attorney answer>

Securities

Convertible Note

Ohio

Asked on Jun 24, 2023

Convertible note vs. KISS agreement?

I am an early-stage startup founder looking to raise capital. I am exploring different financing options and am trying to decide between a Convertible Note and a KISS agreement. I want to understand the differences between these two financing options, and the advantages and disadvantages of each, in order to make an informed decision.

Paul S.

Answered Aug 4, 2023

Probably the primary difference is that a convertible note is debt, with interest and a maturity date. I do a lot of work with startups, and I rarely see convertible notes used anymore, and never see KISS agreements used. SAFEs are much more prevalent. That being said, there are a lot of different variables in all these instruments, and you should never just download a template and use it without customizing to your needs and discussing it with an experienced startup attorney. There are also securities law considerations. Raising financing from investors is not a good DIY project.

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