Corporate

Rimon’s Corporate Team possesses expertise spanning the spectrum of a company’s life cycle. We advise companies ranging from early-stage enterprises to large public corporations, as well as financial institutions, on almost every type of corporate matter. Rimon’s corporate attorneys bring decades of both legal experience and business experience to each representation. Our team includes former venture capitalists, investment bankers, entrepreneurs, engineers, and accountants; our collective background allows us to provide each client with practical legal counsel. Furthermore, our corporate attorneys work closely with the Tax, Intellectual Property, Private Client, and Litigation Teams to assure full-spectrum representation and a deep level of coverage for our clients.

In recognition of both their depth and reach, Rimon’s corporate attorneys have been honored with various prestigious awards* including Best Lawyers, Super Lawyers, and ABA “Legal Rebels,” and their achievements have been noted in national publications and global media outlets, including the American Bar Association Journal, The Wall Street Journal, The Financial Times, The Guardian, San Francisco Chronicle, The Los Angeles Times, Best Lawyers, Super Lawyers, Bloomberg, The Economist, the Jerusalem Post, and US News and World Report. Many of Rimon’s corporate attorneys have also lectured on corporate law matters at top universities and law schools, including Harvard, Stanford, Duke, and Berkeley.

Related Practice Areas

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Bankruptcy and Creditors’ Rights

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Emerging Companies and Venture Capital

Convertible debt financing arrangements
Venture capital and angel financing
Equity incentive programs
Founder agreements
Non-disclosure agreements (NDAs)

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Employee Benefits & Executive Compensation

COBRA continuation
HIPAA privacy
Withdrawal liability
401(k) plans
Union contract negotiations
Pensions
Cash balance plans
Disability plans
Life insurance
ESOPs
Counsel top-level executives in the negotiation and documentation of their compensation and benefit agreements
Taft-Hartley and governmental plans
Post-retirement compensation
Health care arrangements (health, dental, vision, and nursing plans)
Designing and documenting compensation arrangements that may include: stock options, phantom stock, and other equity and non-equity elements
Analysis of investment decisions in conjunction with clients’ investment advisors
Mediation
Legal counsel on:
- Cash salary and bonuses
- Incentive stock options
- Non-qualified stock options
- Restricted stock plans
- Phantom stock agreements
- Limitations on tax-qualified plans
- Creative deferred compensation plans
- Supplemental executive retirement plans (SERPs)
Employment benefits
Employment contracts
Golden parachutes
Negotiated severances
Executive employment agreements
Incentive compensation arrangements
Deferred compensation
Employment disputes and litigation
Restrictive covenants and non-competition agreements
Enforcement of non-compete and confidentiality agreements
Separation agreements

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Employment Law

Advice and counseling
Employee compensation
Benefit plans and arrangements
Compensation negotiation and documentation
Competitive market position
Corporate whistleblowing
Corporate governance and shareholder-related matters
Cross-border employment law issues
Discrimination, harassment and retaliation
ERISA and benefits litigation
Executive compensation
Financial reporting
Public disclosure
Retention concerns and succession planning
Securities law compliance
Traditional labor law
Wage-and-hour
Withdrawal
Employee/Independent contractor classification and disputes

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ERISA

Advising in Healthcare and Disability Law
Asset Guidance
Benefit Plan Design, Integration & Administration
Domestic & International Transactional Management

Intellectual Property Transactions and Due Diligence

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International Transactions

Foreign trade and commerce
International compliance
International joint ventures
Lending and investment issues
Overseas distribution agreements
Real estate
Workouts of distressed assets

Advance preparation for prospective targets
Asset sales and purchases
Corporate governance advice
General corporate counseling
Joint ventures
Leveraged buyouts
Private equity
Proxy contests
Recapitalizations
Stock sales and purchase
Strategic mergers

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Non-Profit Organizations

Charitable giving
Finance – endowments and investments
Nonprofit governance matters
Nonprofit tax matters
Program-related investment (PRI)
Formation of private foundations
Advising board members and officers of public charities
Advising board members and officers of private foundations
Tax compliance for private foundations and public charities

Securities and Capital Markets

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Technology Licensing

Beta/Demo/Evaluation agreements
Distribution agreements
Co-branding/Brand licensing
Consortium agreements
Counseling agreements
Cross-border technology agreements
Hardware agreements
Hosting agreements
IP asset valuation
Original Equipment Manufacturer (OEM) agreements
Software licensing/maintenance agreements
Source code escrow arrangements
Sponsored research and development Agreements
Joint IP development and cross-licensing
IP licensing agreements and negotiations

Representative Matters of Rimon's Corporate Attorneys

Represent the full spectrum of employee-related considerations in organizations ranging from family-owned startups to Fortune 500 companies
Advise on deals ranging from small angel investments to representing a private equity firm in a $6 billion acquisition
Represented Morgan Stanley’s and Bain Capital’s investment funds in private placements in 163 countries globally
Represented Douglas Troxel (founder of Serena Software) in the acquisition of Serena by Mr. Troxel and HGGC from Silverlake Partners
Set up a tax structure for U.S. company’s investment and conduct of business in the telecom industry in France, Belgium, the Netherlands, United Kingdom, Democratic Republic of Congo, Sierra Leone, Guinea, and Argentina
Set up a tax structure for a U.S. company doing security-related business in South Africa in connection with the 2012 World Cup, including joint venture agreements and employment agreements for U.S. and South African personnel
Advised on multi-jurisdictional secured financing project in Latin America, including Brazil, Mexico, Argentina, Venezuela, Colombia, Uruguay, Paraguay, Chile, and Central American countries, using various security instruments such as pagares (promissory notes), pledges, mortgages, and trusts
Represented [RP1] a leading distributor of dietary supplements in acquisition by private equity firm of a $75 million interest
Advise foreign companies that are expanding into the U.S.
Prepare annual and quarterly filings for Fortune 500 and other publicly traded companies
Advise clients with respect to: federal and state securities and commodities laws relating to derivatives transactions and trading arrangements; market and regulatory developments and their implications for policies and procedures, product structures, and documentation
Provide representation in ERISA claims in disputes involving life, health, disability, pension, and retirement plans
Negotiate and draft licensing transactions with companies from a wide variety of industries, including pharmaceuticals, biotechnology, medical devices, computer software, Internet and e-commerce, healthcare IT, banking and finance, publishing, consumer products, and heavy industry
Counsel on secondary market transactions involving stock in Facebook, Twitter, Zynga, SolarCity, Dropbox, Bloom Energy, Gilt Groupe, Etsy, and other pre-IPO companies