Corporate Matters
Corporate Legal Counsel
Services in Massachusetts
We act as in-house corporate counsel or as retained external corporate legal counsel, providing legal advisory services, corporate governance and compliance oversight, contract drafting and negotiation, regulatory and risk management, and representation for business entities. Our corporate practice areas align with standard Massachusetts commercial laws that govern complex company formations, employment, regulatory, and business continuity practices.
Company Formation
Organization and Governance
We help founders and investors with early-stage legal advice on choosing the right business type, funding, governance documents, and meeting legal requirements. Under Massachusetts law, we can help pick from options like corporations, limited liability companies, partnerships, and non-profits. We prepare and negotiate formation and governance documents, including articles of organization or incorporation, bylaws, operating agreements, membership or partnership agreements, and subscription agreements. We also establish equity divisions, vesting schedules, rights of first refusal, buy-sell rules, and transfer limits to align with business objectives.
We set up clear policies for how the company is run so that everyone—directors, officers, and managers—knows their authorities and how decisions get made, which helps protect the company’s assets. We prepare board resolutions, shareholder approvals, and other corporate documents to comply with legal recordkeeping requirements and to support the company in the event of lawsuits or regulatory reviews. For companies with complicated ownership, we draft and negotiate documents like preferred stock purchase agreements, shareholder agreements, convertible securities, and protective clauses to give investors necessary safeguards while allowing managers room to run the business.
Reorganizations
Mergers, Acquisitions, and Restructuring
We handle business transactions such as buying and selling assets or stock, splitting off parts of a company, forming joint ventures and strategic partnerships, recapitalizations, and corporate reorganizations. We review the company transactions to find any liabilities, contract restrictions, regulatory limits, or possible future obligations that could change the value or affect who bears the risk after closing. We draft and negotiate purchase agreements, disclosure schedules, representations and warranties, indemnity clauses, escrow terms, and closing requirements so that risk is shared in line with the commercial deal.
When businesses restructure, merge, buy, or sell, we prepare and negotiate the necessary paperwork — such as asset and stock purchase agreements, reorganization and contribution deals, assignment and assumption documents, deeds, and other transfer papers. We also handle title issues, clear liens and claims under UCC Article 9, and set up tax-sharing, indemnity, and escrow arrangements. After a deal, we help the company get back on track by updating contracts, moving assets, and handling regulatory or tax steps. Our goal is to protect the client, reduce future risk, and keep the business following its legal and contract obligations throughout the process.
If a business needs to reorganize under Chapter 11, we help it make and follow a plan to keep the business running, talk with creditors during insolvency, and negotiate financing so the business can stay open. When liquidating under Chapter 7, we explain the process, protect the client's interests, and work with trustees to handle assets correctly. We try to reach agreements, forbearance deals, and restructuring plans that balance the needs of lenders, suppliers, investors, and owners. To record these agreements, we prepare straightforward releases, settlement contracts, consent orders, and covenants so everyone understands their rights after the deal. When needed, we coordinate with trustees, receivers, and regulators to make sure every step follows the law.
Contracts
Commercial Contracts and Transactional Documentation
We draft, negotiate, and review many types of commercial agreements, including supply and distribution contracts, service agreements, licensing and technology-transfer deals, confidentiality and non-disclosure agreements, SaaS contracts, terms of sale, procurement agreements, and commercial leases. We use plain, industry-specific wording to set out the services, performance expectations, warranties, responsibilities for losses, limits on liability, remedies for breaches, and how and when a contract can end.
To handle contract breaches and noncompliance, we use simple written notice rules, clear steps to fix, and who pays for damages, and rights to end or pause the contract or agreement. To handle contract disputes, we follow clear, step-by-step methods and offer alternatives like negotiated escalation, informal mediation, and binding arbitration through specialized panels such as the AAA or JAMS. Our arbitration clauses spell out whether disputes must go to arbitration, which issues are covered, how arbitrators are chosen, where the arbitration happens, and how any decision will be enforced.
Employment
Employee Agreements, Compensation, and Benefits
Our labor and employment practices help businesses with all employment-related legal needs. We draft and review employment contracts, confidentiality agreements, and non-compete and non-solicitation clauses where allowed under Massachusetts law. We also create employee handbooks and workplace policies that follow state and federal labor laws. We guide employers with compensation and benefits matters, including executive employment deals, stock and equity plans (like restricted stock and stock options), deferred compensation, and employee benefit plan documents. We draft retirement plan documents that comply with the ERISA Act and represent clients in benefit disputes with regulators.
We negotiate, explain, and enforce labor contracts, represent clients before the National Labor Relations Board, and handle claims of unfair labor practices. We attend grievance hearings and, when needed, pursue court orders in state or federal court. We help employers follow federal and state workplace laws, including employee rights, anti-discrimination rules, workplace safety, unions, severance agreements, layoffs, negotiated releases, family and medical leave, hours, and wages. We plan lawsuits and settlements, use mediation or arbitration when appropriate, handle appeals, and work to protect collective bargaining rights, enforce contracts, and limit liability related to pensions, benefit plans, and fiduciary duties for both public and private employers.
Risks and Regulations
Regulatory Compliance and Corporate Risk Management
Companies in regulated industries must comply with an array of administrative statutes, licensing requirements, and sector-specific regulatory regimes. Our practice includes counseling on corporate compliance programs, internal investigations, government inquiries, and responses to administrative subpoenas. We prepare compliance policies for company misconduct statutes, export controls, consumer protection, and data security standards. Where regulatory frameworks intersect with transactional initiatives, we develop compliance matrices and contractual provisions to allocate responsibility for regulatory compliance between parties.
We represent clients in contested administrative hearings before state agencies and pursue appeals to the appropriate courts or tribunals when needed. If an enforcement action is threatened or filed, we work to protect your rights by negotiating settlements, drafting administrative consent orders, and developing remediation plans. Our goal is to reach practical solutions that safeguard your interests while addressing regulatory requirements and any required remedies under the law.
Disputes
Commercial Litigation and Alternative Resolutions
Although careful planning and clear agreements help prevent disputes, conflicts inside and between companies still happen. Our civil litigation practice represents both plaintiffs and defendants in a wide variety of business-related cases. We handle contract disputes, claims involving business misconduct, theft or misuse of intellectual property or patents, violations of confidentiality agreements, unfair competition claims, shareholder disagreements, partnership breakups, and management disagreements.
We take cases in both state and federal courts and know how to handle matters outside court, including mediation and arbitration. We work to resolve disputes privately when possible by negotiating settlements or seeking an injunction, but we are prepared to take strong, strategic action in litigation when necessary. We start corporate lawsuits by carefully reviewing the claims, defenses, evidence, and the outcome the client prefers. We prepare the papers, file motions, plan discovery, hire experts when needed, and get ready for trial, all following Massachusetts corporate laws.
Intellectual Property
Confidentiality and Infringement
For technology companies, we write and negotiate licensing agreements, software development contracts, cloud service deals, and technology transfer papers. These contracts spell out what rights are given, whether sublicensing is allowed, who must provide maintenance and support, and what service levels are required. For other industries, we write patent, trademark, and copyright agreements and include enforceable actions to prevent the theft or copying of designs, publications, blueprints, and patented technology. This includes seeking court orders or pursuing damages when necessary. We put confidentiality rules and IP ownership terms into employee and contractor agreements to protect proprietary work made by employees, outsourced workforces, and outside vendors.
We draft and negotiate corporate nondisclosure agreements that define what counts as confidential corporate matters and the parties involved. The agreements set how long and where the confidentiality applies, explain what disclosures are allowed (for example, disclosures required by law or determined independently), and state all available remedies when the NDA contract is breached, like injunctions and pre‑set damages. We cover issues such as dispute resolution, severability, integration, and non-waiver clauses, as well as a list of available state and local laws that govern the agreement to protect the company’s proprietary interests.
Privacy
Privacy, Data Security, and Digital Regulations
Data privacy and cybersecurity issues create a range of legal, contractual, and business risks. We advise clients on following federal and state privacy laws (like the CCPA and similar state laws), industry rules (such as HIPAA and GLBA), and international data rules (like the GDPR) when data crosses borders. We conduct privacy reviews, establish data management and breach response plans, and recommend both technical and organizational protections. We draft and negotiate data management agreements, confidentiality clauses, and limits on liability. We advise on document preservation, e-discovery and litigation holds, enforcement actions or fines, and strategies to reduce the risk of class actions, regulatory investigations, or criminal charges.
If there is a data breach or other security incident, we work with forensic investigators, incident-response vendors, and regulators to handle required breach notices, reduce the chance of enforcement actions, and protect client reputations. We assist clients facing government investigations, class-action lawsuits, and claims from data breaches, alleged mistakes, or weak cybersecurity. We negotiate settlements and agreements with agencies, seek court orders when needed, and file motions like dismissals or summary judgment to limit liability. We prepare required notice letters to consumers and regulators, work with agencies on corrective action plans, and advise on compliance, indemnity, and insurance recovery to protect the business.
Succession
Business Continuity Planning for Business Owners
Transition planning for privately owned businesses combines corporate and estate law and looks at who runs the company, who owns it, and the duties of those in charge. We help negotiate and write buy-sell and shareholder or member agreements, set up cross-purchase and redemption rules, add protections for minority and majority owners, create fair ways to value the business, and handle reorganizations like mergers, conversions, or recapitalizations to allow control to move, the business to continue, and the legacies to be maintained.
We create straightforward plans for leadership changes so that ownership transfers go smoothly. We advise on what to do if an owner becomes incapacitated, how to fund buyouts (through insurance, capital contributions, or payment plans), and how to draft indemnities and non-compete agreements. We also include dispute-resolution options like arbitration and mediation to reduce the risk of contested probates, shareholder lawsuits, or breach-of-duty claims, while protecting the business’s value and the owners’ intentions.
Why Choose Us?
Lawful Commercial Practices That Preserve Enterprise Value
Corporate legal representation demands a synthesis of transactional experience, regulatory comprehension, and litigation readiness. By integrating multi-disciplinary practice areas across company formation, mergers and acquisitions, contract negotiation, employment counseling, regulatory compliance, intellectual property, and privacy to advance commercial objectives, manage legal risks, preserve assets, and resolve disputes.