Mergers and Acquisitions

How do you capitalize your business?  Do you take on debt? From friends and family or from institutions?  Do you issue equity?  What are its terms?  Do you give up a lot of control or a little?  And what about compliance with securities laws?  Should you file federal notice forms?  Or should you use a local exemption?  The details may seem daunting at first, and they certainly can be, but we at Hoeg Law have helped structure and negotiate countless transactions from both sides of the equation.  

We've helped memorialize a start-up's promissory notes to the founder's aunts and uncles, we've helped venture funds negotiate the terms of a Series E follow-on round, and we've done everything in between.  We've also helped make sure that those same transactions were in full compliance with both federal and state securities laws. From whatever side you approach the question, Hoeg Law can help.

Promissory Notes

Angel Financing

Convertible Debt

​Seed Rounds

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Securities Law (Blue Sky) Compliance

IRS Code 409A Compliance

Structure Counseling

​Non-Compete Agreements​​

Representative Services

Limited Liability Company Agreements
Structure and Domicile Counseling
Board Meetings
Minute Books

Representative Services

Employee/Founder Counseling
Transaction Diligence
Authorizing Resolutions
Board Counseling

All good things must come to an end.  For a successful corporation or limited liability company, that end often takes the form of a merger or acquisition.  Like other significant corporate transactions, a merger or acquisition can take many forms, from stock sale to asset sale, from a reverse triangular merger, to something of the more plain vanilla variety.

Whether you are on the buying or selling side, a merger or acquisition will be a significant transaction for your company, with many things to consider.  What should the sales price be?  Should the company be sold in its entirety or the assets broken off and sold separately?  How will the current owners be paid?  What of the current employees?  Should any portion of the price be based on future performance?  And what should happen if the company underperforms?  What if there's an issue with the assets being conveyed?  With contractual obligations owed by the company to a third party? 

Fortunately, the attorneys at Hoeg Law have handled a multitude of mergers and acquisitions from term sheet to definitive documents, and everything in between. Whether you are seeking to sell your business and move on to greener pastures, or are looking to acquire someone else to continue your company's upward expansion, give us a call.  We can help.

Corporate Finance

Every company, whether it's researching biochemical processes or starting a new craft brewery, will deal with and use contracts every day of its existence.  Non-disclosure agreements, employment agreements, bank loans, equipment leases, intellectual property licenses, software contracts, purchase order terms, website terms and conditions.  If your company does ANYTHING, whatever it does will likely be memorialized in a written contract.

Fortunately, we at Hoeg Law know contracts.  From deciphering that two page indemnification provision in your supplier's latest "form", to crafting something personal and specific to the products and services you provide, contracts are our bread and butter and the lifeblood of your business.  If you can't figure out whether you want to sell or license, whether you should sign or refuse that non-disclosure agreement, or just how to describe the equity incentives you want to provide your employees, give us a call, we can help.

Representative Services

Representative Services

Board Observation Letters
Founder Agreements
Employment contracts
Securities Law (Blue Sky) Compliance
​​Articles/Certificate of Incorporation
Board and Shareholder Resolutions
Incentive and Option Plans

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Securities Law (Blue Sky) Compliance
Regulation D (Rule 506(b), 506(c))
Crowdfunding Exemptions
Preferred Stock​ Terms
Stock Certificates
​Non-Disclosure Agreements
Inventions Assignment Agreements
Employee Offer Letters

From the very start of your new endeavor, the law can be both a protective shield and a daunting adversary.  Unfortunately, if not considered and dealt with at the outset, that "adversary" can have a wide ranging and negative impact on both your ability to operate in the present and on any financing or sale transactions you might pursue in the future.  Let Hoeg Law help guide you through the process.  

From deciding on whether to form your entity in Michigan or Delaware (or anyplace else), to determining just who will sit on your board of directors or management committee, we can help you determine the structure that is right for you.  Then, once you're up and running, we can help you manage the day-to-day compliance issues, so that "limited liability" stays "limited liability".   

For an entrepreneur, the questions posed by pursing venture capital investors can seem intimidating.  Should I sell equity or debt?  What terms should it have? Should I give up voting control?  How much?  What kind of liquidation or dividend preferences should the investors receive?  And just who is going to be sitting on my board of directors when all this is over?  

From the investment side, the venture capitalist faces many similar questions.  How much control do I actually want?  Should I sit on the board or merely take an observational role?  And should my investment take the form of equity or debt, and on what terms?  Added to those questions, a venture capitalist also has to worry about the fund itself.  How should it be structured?  What should its governance documents look like?  It's offering information or subscription agreements?

Fortunately whether you're seeking institutional investment or looking to raise and operate a fund yourself, Hoeg Law has more than a decade of experience working on both sides of venture capital transactions.  While all of those questions are justifiably intimidating, we've got the knowledge and know-how to help you make the most of all your investment opportunities, from either side of the fence.

Stock Purchase Agreements

Investor Rights Agreements

Charter Restatements

​Rights of First Refusal and Co-Sale

Formation and Governance

Did you Know? Hoeg Law's innovative GC-in-a-box program can deliver you your own in-house counsel, outside.  And at a fraction of the cost.

Commercial Contracts

Practice Areas

Venture Capital

​Consulting Agreements
Purchase Orders
Website terms
...and many more

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Representative Services

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Intellectual Property Licenses

Non-disclosure Agreements

Supply Agreements

Software as a Service (SaaS)​

Authorizing Resolutions
Charter Amendments
Investor Rights Agreements
Voting Agreements
Series Term Sheets
Fund Formation
Transaction Diligence

Business Law

Stock Purchase Agreements
Asset Purchase Agreements
Charter Restatements
Subsidiary Formation

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Employee Offer Letters

Equipment Leases

Custom Software Development

​Manufacturing Agreements

At Hoeg Law we pride ourselves on understanding business, whether it's our client's or their supplier's, customer's, or competitor's.  As owners and operators of our own small business, we've gone through many of the same trials and tribulations that our clients have, putting us in the best position to be able to hear our client's specific needs and respond rapidly to their unique and ever-changing circumstances and requirements.

Whether it's structuring a novel transaction, setting up policies and procedures to afford our clients the liability protection they seek, or simply handling day-to-day organizational or contractual matters, we strive to bring pertinent, personal experience to our clients at a fraction of the cost available at other law firms.