Entity Formation

Our entity formation clients reflect the growing dominance of rapidly evolving industries such as information technology, media, healthcare, life sciences, government contracting and renewable energy. All of these sectors require both legal skill and experience, but they also require a legal team capable of agility and innovation in the face of constantly changing variables — a client’s unique business cycle, respective markets, industries and economic conditions, as well as the regulatory environment.

McGuireWoods’ Entity Formation group is a multidisciplinary team of lawyers whose legal experience combines with constant teamwork. Well-practiced teams are inherently flexible and innovative, and bring the national and international resources of the firm. They also bring the exponential resources of team-member networks.

Our entity-formation lawyers offer significant depth of transaction experience — from early-stage ventures and middle-market buyouts to IPOs. We provide a full array of services and business development support to our early-stage and emerging-growth clients and venture investors. Among them are legal and consulting services in the areas of corporate, finance, IP development and commercialization, tax, employment, and intellectual property matters.

Entity Selection Liability and Tax

When starting a venture, a client faces multiple choices regarding the “architecture” of the organization — whether to form a corporation, an LLC, a partnership — and there are different tax and liability implications for each of those decisions. There is art and science to selecting the appropriate entity for a particular client.

What distinguishes McGuireWoods’ approach to entity selection is our focus on the analysis behind what type of entity to use coupled with an equal focus on planning and creating a tax-efficient structure. Our corporate lawyers work with our tax lawyers to maximize tax efficiencies.

Looking at the bigger picture also means that we bring equal experience and insight to financing. Typical financing sources such as banks and investors are used to seeing certain types of entities. In the private equity world, those entities are most often limited partnerships. Thus, knowing the most favorable strategies for obtaining appropriate financing is critical.

Business Alignment and Value

We also know the importance of aligning our service with the client’s strategic objectives. We look for opportunities to open doors for our clients, whether introducing them to potential investors, customers, partners or other service providers. McGuireWoods is equally innovative in offering flexible, predictable value billing arrangements and fee-structuring in alignment with client needs and metrics. More than 51 percent of major firm clients are working with us on the basis of one or more alternative fee arrangements.

Integrated, Forward-Looking Legal Services

Entity Formation services

Long-Term Relationship Focus

entity formation focus

Company Structure — Corporations, partnerships and LLCs; tax planning for IP development and commercialization; conversions to new entity forms and subsidiary structures; and shareholder buy-sell agreements

Company Talent — Confidentiality, work-for-hire and noncompete agreements; equity participation plans; employment agreements; independent contractor agreements; retirement plans and employee benefits; and employee separations

Company IP — Strategy, development and commercialization; patent, copyright, trademark and trade secret protection; licensing agreements; and IP disputes

Company Finance — Friends-and-family and angel financings; mezzanine loans; SBIC and STTR grants; venture fund financings; and strategic partnering

Company Exit — Sale or merger with strategic buyer; sale to financial (private equity) buyer; joint venture; and IPO

Industry Group Focus and Domain Experience

Government Contracting — Aerospace and defense; government contract procurement; bid protests and equitable adjustment claims; costs and pricing; fraud investigation and qui tam suits, and regulations and compliance

Healthcare and Life Sciences — Healthcare, pharmaceutical, life sciences and medical devices; providers (hospitals, physicians, surgery, nursing home and other centers), CROs and Universities, and Insurers and HMOs; healthcare IT clientele; and FDA, HIPAA, Stark and other compliance

IT, Media and Communications — IT, Internet software, SAAS; software, technology and content licensing; patents, data security, trade; secrets, privacy and IP protection; media and entertainment; and wireless, satellite and network

Private Equity and Venture Capital — Investor contacts and database; knowledge of fund investment terms; broad transaction experience, including preferred stock and bridge debt financings; exit planning and support, including mergers and acquisitions and IPOs; and alternative financing sources, including equipment financing and venture bank loans

Renewable Energy and CleanTech — Energy, technology, project Finance, regulatory and tax; green technology, project development and sustainability; carbon due diligence, self-assessment, policy analysis, rules development lobbying; credit generation and exchanges; and biomass, biofuels, solar, wind and smart grid technologies