Outside General Counsel
In our role as outside general counsel in Florida, we are a law firm that works closely with our clients to gain an in-depth understanding of their business activities and objectives. We act as strategic advisors to our clients and provide focused, client-centered, and cost-effective advice and counsel on wide range of legal issues confronting clients on a daily basis. For our cost-effective solutions please refer to the Fees section.
“We offer a cost-effective way to protect, nurture and grow your business.”
As an outside general counsel we typically receive the first call when our clients encounter business issues with legal implications. Acting as strategic advisors, we work swiftly and effectively to implement the right solutions and resolve the matter at hand with an eye toward the future.
Most importantly, as outside general counsel in Florida, we coordinate and oversee:
- Securities and Exchange Commission (SEC) and state securities law filings and reporting obligations
- Commercial contracts and strategic transactions
- Corporate governance, board and shareholder resolutions, consents, directors’ meetings, shareholder meetings, and minutes
- Capital raises
- Counseling officers and directors on fiduciary duties and strategic considerations
- Trademark, patent and other intellectual property protection
- Litigation, arbitration and risk management
Securities and Exchange Commission (SEC) and state securities law filings and reporting obligations
There are several federal and state securities laws governing financial instruments such as stocks and bonds that apply to both private companies and publicly traded companies. United States Federal law requires publicly-traded companies to file regular reports with the SEC, disclosing to the general public information about the financial condition of the company, the operating results and the compensation of the senior executives, among others.
On the other hand, private companies must stay compliant with federal and state laws when engaging in private sale of securities and issuance of stock to avoid going public and filing for registration with the SEC.
We advise and assist clients in connection with the sale and issuance of private stocks and bonds, registration and reporting requirements for the SEC and FINRA, and compliance with Florida state securities laws.
Commercial contracts and strategic transactions
We execute a wide array of commercial contracts for businesses in a full spectrum of industries. Commercial contracts are a key component of a strong business and we take every step to protect our clients when negotiating, executing and managing the contracts as well as handling any potential issue with such agreements.
We advise on full spectrum of commercial contracts – from sale of goods and services agreements to complex, strategically important alliances, collaborations, consortium and joint ventures agreements.
Corporate governance, board and shareholder resolutions, consents, directors’ meetings, shareholder meetings, and minutes
We advise private companies, senior management, boards of directors and board committees on a full range of corporate governance and compliance matters, and applicable Florida state and federal law. Corporate governance covered include issues that arise in the context of fiduciary duties and responsibilities of directors and officers in change of control transactions, financial reporting, internal investigation and special committees of directors.
In addition, we execute and analyze corporate governance materials including, board and shareholder resolutions, proxy statements, advance notice bylaws and minutes of director and shareholder meetings among others.
Counseling officers and directors on fiduciary duties and strategic considerations
We assist companies, officers and board of directors in corporate structuring, in preparation for, and governance implications arising from mergers and acquisitions transactions, capital raising, and director and officer fiduciary duties and responsibilities. We further advise on how to address shareholder demands, proxy proposals in relation to majority voting, special meeting requests, staggered boards and rights plans.
Trademark, patent and other intellectual property protection
Intellectual property protects intangible assets such as inventions, designs, and artistic works by granting inventors and creators exclusive rights over their creations. There are three types of intellectual property protections afforded by United States federal law for trademarks, patents and copyright.
We assist with preparing, filing and registering trademarks and copyrights before the U.S. Patent and Trademark Office and U.S. Copyright Office. In addition, we prepare and conduct preliminary trademark searches, risk assessment and trademark registration opinions. We protect the brand globally through applications based under the Madrid Protocol.
Litigation, arbitration and risk management
As businesses continue to globalize, we handle complex business litigation, including cross-border and international litigation, arbitration and alternative dispute resolution in the business context, including breach of contract cases, partnership and joint venture disputes, shareholder issues, and business torts – defamation, interference with contract, malicious prosecution and abuse of process among others.
We provide general counsel legal services to domestic and non-US businesses, investors and entrepreneurs and assist with day-to-day legal and business advice and matters. Contact us or schedule a consultation with our business attorney in Miami, Florida USA.
Malescu Law P.A. – Business & Immigration Lawyers