Corporate Services

The Difference

Quarles & Brady is a national firm that can represent growth companies throughout their entire lifecycle, from formation to commercialization to IPO or acquisition. We seamlessly combine a broad line of critical legal services in a wide range of technology fields with a highly competitive price point designed to meet the needs of a client focused on growth — even where resources are limited.

From an emerging company’s perspective, Quarles & Brady is, quite frankly, the best of both worlds. A strong and diversified firm with a nimble and efficient emerging company practice. But we don't just talk a good game — we are willing to put it in writing. Ask us today for an , a customized offer to provide you with the mission-critical legal services you need at a price you can afford.

Our Practice

At Quarles & Brady, we understand that growth companies (public and private) face challenges unique to their size and capital structure and the emerging nature of their business. Which is why we have designed a corporate and securities practice specially fitted to meet these needs. Working with Quarles & Brady means:

• Significant Experience Representing Emerging Growth Companies. As a national law firm, we pride ourselves on our representation of some of the nation’s largest public companies. At the same time, we are equally proud of our ability to deploy this expertise for the benefit of our emerging growth clients.
  
  
• Public and Venture Finance. We regularly represent private clients in pursuing, negotiating and structuring financing from a wide variety of sources, including angel and strategic investors, venture and private equity funds, banks and introductions to the Firm’s own contacts in the financial community. For our public issuers, we have extensive experience with all of the most common types of transactions, including firm commitment and best efforts IPOs, PIPEs, registered directs, reverse mergers, and other APOs and debt financings.
  
  
• Compliance and Corporate Governance. We take a business-oriented approach to the preparation of SEC filings and corporate governance matters. Our public company clients benefit from our experienced securities team, including lawyers who formerly worked for the SEC, and we pride ourselves on our in-depth and up-to-date knowledge of SEC, stock exchange and OTC rules, regulations and best practices.
  
  
• Broad Breadth of Related Services. Our Emerging Growth Companies practice incorporates our knowledge in key related areas as well, including sophisticated tax, technology transfer, patent and trademark, M&A, litigation, labor and employment and antitrust practices. Being a “one stop shop” represents a substantial benefit for growth companies, which no longer have to engage multiple firms to meet all their legal needs. Our corporate attorneys often act as “gatekeepers” within the Firm, helping clients negotiate advantageous pricing, and ensuring responsiveness and communication throughout all areas of the representation. Related practices that growth companies routinely need include:
  
  
  • Intellectual Property. We work closely with our clients to timely identify and cost-effectively protect their IP through patents, trademarks and licenses and through the use of well-drafted non-competition, non-solicitation, confidentiality and invention assignment provisions in employment and consulting arrangements.
    
  • Employment Matters. We routinely advise our startup clients on a wide range of key employment matters, including equity incentive plans, executive employment agreements, contractor and consulting agreements, and employee handbooks.
    
  • Commercialization. We are intensely focused on helping our clients identify and capitalize on a variety of methods to commercialize their products, including licenses, joint ventures, sustainable manufacturing and distribution arrangements, and co-marketing opportunities.
    
  • Corporate Formation. For our seed-stage clients, we advise founders on all matters related to formation, including tax consequences related to the choice of corporate form, the mechanics of early stage financings, and the terms of operating and shareholder agreements.

• Alternative Billing Options. In this era of heightened risk, the resources that a large firm can bring to bear can help materially reduce the exposure of directors, officers and other insiders. And that’s nothing to take lightly. At Quarles & Brady, we believe that all companies — regardless of size — deserve the best legal representation available. Where appropriate, alternative fee structures, including project-based fees and success fee arrangements, can enable you to find the right balance, to maintain visibility and control over your fees while trading up to a higher level of legal service.

Our Industry Focus

The Firm regularly represents emerging companies in all of the most active arenas —
renewable energy and clean tech, information technology, life sciences and biotechnology, telecommunications, healthcare, real estate, consumer products, direct marketing and other core growth markets.

Our Services

Quarles & Brady provides a wide array of services to emerging growth companies at all stages of development:

Formation

• company formation and capital structure advice
  
• director and officer liability insurance
  
• product warranty issues
  
• corporate governance
  
• government relations

Financing and Other Strategic Transactions and Exits

• private placements (including angel and venture capital)
  
• mezzanine and bridge financings (including convertible notes and venture loans)
  
• conventional loans, credit lines and other banking arrangements
  
• firm commitment and best efforts IPOs, reverse mergers and foreign flotations
  
• PIPEs, shelf offerings, registered directs and other APOs
  
• debt repurchases, exchange offers and tenders
  
• mergers and acquisitions, LBOs, buy-ins, recapitalizations and corporate spin-offs

Reporting Obligations

• annual, quarterly and current reports on Forms 10-K, 10-Q and 8-K
  
• registration statements
  
• proxy materials and other shareholder communications
  
• compliance with stock exchange continued listing rules
  
• earnings releases, other press releases and quarterly calls

Corporate Governance and Other Matters

• board and committee charters
  
• code of ethics and insider trading policy
  
• “insider” reporting obligations
  
• “short-swing profit” recapture issues
  
• directors’ duties
  
• compliance with applicable “Blue Sky” laws
  
• annual meetings and other shareholder matters

Technology and Intellectual Property

• IP license and sublicense agreements
  
• patents, trademark, copyright, trade secret and other forms of protection
  
• technology transfer arrangements
  
• distribution and reseller agreements
  
• joint development agreements

Our Network

Quarles & Brady enjoys broad contacts among sources of capital, including venture and private equity funds, investment banks and angel investors, and actively participates in numerous economic development and trade associations and capital-raising events aimed at supporting entrepreneurs and encouraging the growth of innovative new businesses. The substantial presence of the Firm among these groups opens doors for our clients.

For more information about how our team can help your company grow, please contact any of our Emerging Growth Companies attorneys.