In connection with providing clients with a full-range of diverse corporate and business-related transactional services, Aaron’s professional experience includes the following:
- Consulting and Advising. Consulting with, promptly responding to, and advising clients to satisfy and/or clarify formation, organization, structuring and ongoing business needs, and satisfying business and statutory related requirements.
- Entity Formation. Organizing and registering corporations (c corps, s corps and professional corporations), general and limited partnerships and limited liability companies to satisfy business structuring and formation requirements.
- Entity Formation Documents. Preparing and drafting and/or filing entity formation related documents, including Articles of Incorporation, Articles of Organization, Statement of Partnership Authority, Certificates of Limited Partnerships, Bylaws, Operating Agreements, Partnership Agreements and various corporate related Board, Member, Manager, Partner actions to meet client transactional and structuring requirements.
- Entity Records and Compliance Requirements. Maintaining entity records and compliance requirements for the purpose of meeting statutory, client and other transactional requirements, including filing of annual reports and documenting annual and special meetings.
- Documenting Ownership Interests. Drafting purchase, transfers and assignments of shares of corporate stock, and partnership and membership interests for existing owners and investors to document ownership and structuring needs.
- Mergers and Acquisitions. Drafting and negotiating asset and stock purchase agreements, merger and conversion agreements in connection with mergers, conversions and acquisitions (buying and selling) of privately held businesses to complete the sale or purchase of client businesses.
- Business-Related Documents. Reviewing, drafting, negotiating and assisting with the preparation of various business-related documents, including shareholder agreements, buy-sell agreements, non-disclosure agreements, loan agreements, promissory notes, security agreements, stock option plans, warrants and options, dissolution documents and various other business-related agreements and contracts to document various business transactions being conducted by clients.
- Securities. Preparing securities-offering documents for privately held entities, including offering memos, subscription agreements, share and membership interest purchase agreements to document investment in and ownership structuring of client businesses.
- SEC Filings. Preparing and filing SEC and State related exemptions from securities registrations to satisfy federal and state securities requirements for financings conducted by and investments in client businesses.
- Trademark. Preparing and filing trademark applications and maintain existing federal and California trademarks to protect the intellectual property rights of clients.
- Loan and Property Acquisitions and Sales. Preparation of all entity related documents in loan and property related acquisition and sale transactions and private company financings and lead coordination of completing and signing of all relevant related documents to ensure satisfactory completion of business transactions.
ENTITY FORMATION AND STRUCTURING
Aaron has extensive experience in entity formation and structuring, ranging from simple single-member corporations and limited liability companies (“LLCs”) to very complex multi-layered entity structuring. Whether forming a new entity or restructuring an existing entity, Aaron has been involved in a wide variety of business structuring needs, including:
- Basic Structuring
Formation of single-member corporations or LLCs with an individual or trust as the sole shareholder or member—with the sole member or shareholder comprising all of the officers and directors of the corporation or the manager of the LLC.
- Manager-Managed Entities
Structuring single-member LLCs where a separate individual or entity serves as the manager.
- Multi-Member Entities
Creation of corporations, LLCs or partnerships with multiple shareholders, members or partners, often involving a separate entity as the manager or general partner and shareholders who generally serve as the officers and directors of the corporation.
- Multi-Managed Corporations, Partnerships and LLCs
Establishing LLCs or partnerships with multiple managers or general partners, which either comprise individuals and/or entities, or corporations with multiple officers and board members, which members may be individuals and/or entities.
- Ownership Structuring
Structuring corporations, LLCs, or partnerships with multiple classes or series of ownership interests to accommodate different voting rights and/or ownership distributions.
- Complex Structuring for Real Estate and Financing Transactions
The formation of multiple single-purpose LLCs, which often include independent managers or director for use in real estate acquisitions, loan financing in connection with real property ownership.
