Practice Areas

From structuring your new venture to negotiating the terms of your financing rounds to advising your board on corporate governance issues, Pacific Crest provides turn-key legal services to your company.

Examples of areas where we routinely assist clients include:

• Choosing the type of entity to form and what jurisdiction to form it in.
• Exploring whether to flip your current foreign entity into a US entity.
• Deciding whether to structure financings through use of Safes, convertible notes, or priced rounds.
• Advising board members on fiduciary dutires and corporate governance issues.
• Exploring the pros and cons of accelerators, crowdsourcing platforms, and secondary transaction marketplaces.
• Ensuring the choices made today comply with applicable securities laws, will survive an audit, and make sense in a future due diligence exercise.

No matter the size of the transaction, our clients receive customized work product from a legal team that has been lead counsel on similar matters. In addition to delivering expert corporate, tax, employment, commercial law, and intellectual property counsel through the transaction process, we also provide a common-sense sounding board.

From the moment a client decides to take an exploratory meeting with an investment banker to the day the final transaction ultimately closes, we provide hands-on advice on everything necessary to ensure a successful deal, including, by way of example, negotiating:

• Overall deal structure to maximize tax efficiencies.
• Scope and duration of representations and warranties.
• Baskets and indemnification caps.
• Working capital adjustment structures.
• Earn-outs.
• Post-closing covenants such as transition services, retention agreements, and noncompetition agreements.

Additionally, our expertise in managing the due diligence process and coordinating stockholder communications ensures transactions are completed on time and on budget.

By representing companies, venture capitalists and angel investors, we have a fundamental understanding of the legal, business, and emotional issues driving each side’s internal thought process. This experience ensures that documents are drafted purposefully, positions are explained to all parties, and due diligence is an exercise toward deepening relationships rather than creating lawyer “busy work.”

In our fund formation work, we work well with the LP community and their lawyers, understand fund trends, and provide topical and creative solutions in areas such as:

• Cross-border, brother-sister funds.
• Harmonization of the Volcker Rule with the laws of foreign jurisdictions.
• Know-Your-Investor regulations.
• Impacts of CFIUS/FIRRMA revisions.
• Uses for SPVs and Funds-of-One.

So, whether you’re looking to do a classic Delaware “80-20” fund or want to explore other options, we can help.

While financing events are incredibly important in the life of any business, companies face legal issues on a daily basis simply by participating in commerce. The professionals of Pacific Crest know how to “write the contracts” businesses need. Examples of types of agreements we routinely draft or negotiate include:

• SaaS agreements.
• Technology and IP Licensing Agreements.
• Joint Development Agreements.
• Internet and mobile app terms of use agreements.
• Data security and privacy policies.
• Master Service Agreements.
• Supply and Manufacturing Agreements.
• Marketing Agreements.
• Quality Control Agreements.
• Distribution Agreements.
• Office leases.

Moreover, we routinely assist our clients to ensure they are compliant with regulatory frameworks that may be applicable to their businesses such as GDPR, HIPAA, FDA’s cGMP, TCPA, CAN-SPAM, COPPA, FERPA, and the CCPA.

In the business world, there is nothing more personal than the employer-employee relationship. At the same time, employment and consulting issues present legal issues that can paralyze the most well intended of employers. We bridge this divide by helping clients hire, retain, and manage a productive workforce.

Our wide variety of day-to-day employment law counseling, includes things like:

• Designing and implementing equity incentive plans.
• Ensuring 409A and 280G (parachute payment) compliance occurs.
• Implementing workplace policies and trade secret protection plans.
• Providing clients with customized offer letters, employment agreements, and confidentiality and invention assignment agreements.
• Advising clients on potential misclassification pitfalls and California’s “ABC” rules.

Moreover, when a separation is necessary, no matter if it is a corporate client or a senior executive, we know how to ensure that the event is consummated ethically and within the scope of the law.