Law Offices of Gretchen Cowen, APC is a boutique corporate law, business law and securities law firm designed to meet the transactional needs of companies of all size and in a wide variety of industries.
Our focus is on establishing lasting relationships with our clients that help support the day-to-day operation of their businesses with practical legal advice and a high-quality product while providing them with the personalized service and attention they deserve.
The broad scope of transactional services offered allows us to provide required services to our clients from startup to funding to reorganization or sale.
Providing creative and practical solutions to help businesses meet their objectives, regardless of size or industry.
Corporate and Securities
Our firm advises clients in business law matters such as:
Formation and maintenance of corporations, limited liability companies, partnerships, limited partnerships and sole proprietorships.
Joint Ventures and Strategic Alliances
Securities and Corporate Finance
Executive and Equity-Based Compensation
Business Transactions and Licensing
Our first step in any business transaction is to identify our client's objectives and develop a strategy to meet them. We then strive to reach a swift, effective resolution that meets those objectives and leaves the parties in a positive frame of mind. We have successfully negotiated the following types of transactions for our clients:
Mergers and Acquisitions
We advise publicly-traded and privately-held companies on complex mergers, acquisition and disposition transactions (including stock-for-stock mergers), recapitalizations and reorganizations, and spin-offs. Our services include:
Corporate Formation and Maintenance
Entrepreneurs face fundamental issues at the formation stage of their business, including questions about the structure of the organization, tax implications and other financial issues. If you are thinking of starting a business and need to legally form and organize it, we can help. We are experienced in helping clients determine the form of organization that works best for them, whether that be a C-corp, S-corp, limited laibility company, parternship, limited partnership or sole proprietorship.
We help clients organize and incorporate companies so that the individual owners are shielded from liabilities and can focus on running their business. There is more to forming a company than simply filing articles with the state. We have seen many legal issues arise with companies and their owners because the business was never properly organized from the beginning. You will save money in the long run by having our attorneys on board with your company from the beginning.
We also counsel well-established businesses to minimize their legal and financial risks. Our firm provides legal services to businesses of all sizes and types, ranging from entrepreneurial startups to established corporations. Our attorneys work closely with our clients to understand their business and legal needs and to develop a close and enduring relationships that will enable us to anticipate potential legal problems and recommend actions to avoid potentially adverse developments along the way. These ongoing relationships form the basis of our business law practice, because our services do not end with the formation process.
As a result, we serve a wide variety of our clients' legal needs following formation, including corporate governance and record-keeping functions, buy-sell and shareholder agreements, business planning strategies, general legal questions, negotiation of contracts (including licensing) and leases, employment contracts, mergers and acquisitions, joint ventures and strategic alliances, corporate finance and SEC compliance, and acting as general counsel to the businesses we represent.
Joint ventures and strategic alliances encompass the union of two or more businesses in a pseudo-partnership for a defined purpose and duration. Before entering into a joint venture, every business owner should consult an experienced joint venture attorney because the parties to the joint venture will share liabilities, risks, expenses and obligations that should be defined and stated in the joint venture agreement in order to maintain a harmonious relationship between the parties throughout operation of the venture. The well-drafted joint venture agreement is the key platform to managing differences that will invariably occur between the participants during operation of the venture and should address such topics as:
We have extensive experience structuring, negotiating and forming various types of business alliances and joint ventures. in a wide variety of industries
Our firm provides services to public and private companies in corporate finance and securities-related transactions, as well as mergers and acquisitions, for both emerging and established companies. in a wide variety of industries. We counsel public and private companies with respect to a broad range of securities matters, including the public and private offerings of securities under the Securities Act of 1933, and reporting obligations under the Securities Exchange Act of 1934.
Our services include the drafting and negotiation of stock and asset purchase agreements, shareholder agreements, employment agreements, and stock option plans. We perform due diligence on companies preparing to conduct a private placement of securities or to become a publicy-traded or reporting company and provide advice, document preparation, negotiation and strategic planning for those transactiosn and events. These services may include negotiating and documenting the private or public sale of securities, public acquisitions, recapitalizations, structured financings, private debt financing, venture capital financing, mezzanine financing and PIPES.
In addition to helping our reporting clients meet their public disclosure requirements, we also aid in meeting other regulatory requirements such as the preparation and implementation of insider trading policies, committee charters, ethics codes and public disclosure controls. We advise corporate boards and management on compliance with the Sarbanes-Oxley Act and other federal and state laws that regulate public companies, and aid clients in the development and implementation of effective corporate governance policies.
Executive and Equity-based Compensation
We asssist clients with issues regarding compensation of executives and equity-based compensation for executive-level and other employees, including designing and drafting stock option plans, bonus plans and other arrangements designed to incentive and retain employees and the drafting and negotiation of executive employment agreements as well as other employment-related agreements, including work for hire and employee confidentialtiy agreements.
Practice Areas:
Ms. Cowen advises clients in a wide range of industries in the areas of:
Admitted: State Bar of California - 1993
Address:
6100 Innovation Way
Carlsbad, California 92009
Tel:
1-760-931-0903
Fax:
1-760-438-3026
Gretchen Cowen:
gretchen_gcowenlaw.com
The materials on this website have been prepared by Law Offices of Gretchen Cowen, APC for informational purposes only and do not constitute a solicitation or legal advice. Transmission of the materials and information contained herein is not intended to create, and receipt thereof does not constitute formation of, an attorney-client relationship.
The information contained on this website is provided only as general information which may or may not reflect the most current legal developments. Law Offices of Gretchen Cowen, APC expresssly disclaims all liability in respect to actions taken or not taken based on any of the contents of this website. This website is not a substitute for legal advice from qualified counsel.
You should not rely on this website as a source of legal advice.
If you communicate with us via email in connection with a matter for which we do not already represent you, you should not send us confidential or sensitive information, as your communication will not be treated as privileged or confidential.
