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    BUSINESS TRANSACTIONS

    Build your business on clear terms.

    Starting a company, bringing in a partner, raising capital or signing your next deal? We help you work through the ownership, agreements and decisions that shape what comes next.

    By Drew Jacobs, Esq. — Founder, Jacobs Counsel LLC

    Last reviewed:

    Start with a complimentary 15-minute fit-and-intake call with Jamee (no legal advice), or a paid 30-minute attorney strategy session with Drew ($350).

    What are you working on?

    We work with founders and business owners at the decisions that change how a company operates, who owns it and what it commits to.

    Starting a company or bringing in a partner

    Choose a structure, agree on ownership and responsibilities, and put the ground rules in writing.

    Entity formation, operating agreements and bylaws, founder arrangements, vesting, IP assignments and company approvals. We coordinate tax questions with your accountant or tax adviser.

    Preparing for investment

    Understand the proposed terms and organize the company records investors will need to review.

    Equity and capitalization records, term sheets, SAFEs, convertible notes, private-placement documents and related approvals, as agreed for the financing.

    Signing a commercial agreement

    Get clear on the work, payment, ownership, liability and exit terms before the deal becomes a problem.

    Customer and vendor contracts, SaaS and service agreements, distribution arrangements, licensing and strategic partnerships.

    Buying or selling a business

    Work through what is changing hands, the diligence questions and the obligations that continue after closing.

    Letters of intent, diligence coordination, asset or equity purchase agreements, earn-outs and closing documents.

    The people behind the work

    Drew leads the firm's work with growing businesses. Caitlin advises founders on entity formation, corporate governance and private placements. We identify the attorney responsible for your matter when we agree on the engagement.

    Agree on the work before it begins

    A single contract review and a business acquisition need different levels of support. We agree on the scope, responsible attorney, timing and fees in writing.

    Defined projects

    A formation, agreement or other clearly defined project may be quoted at a fixed fee. The proposal identifies the documents, filing work, negotiation and follow-up included.

    Ongoing or evolving matters

    Recurring advice and transactions with a changing scope may be billed hourly, on a retainer, or through a hybrid arrangement.

    Government charges, third-party costs and work outside the agreed scope are addressed in the proposal. We coordinate with tax advisers and other specialists where the matter calls for it.

    Explore ongoing outside counsel

    Tell us what you're building—and what's next

    Start with a short description of the business, the decision or deal in front of you, the other parties involved and any deadlines. Let us know whether a draft agreement or term sheet already exists. Wait for the firm's instructions before sending confidential documents.

    Tell us what you need

    Frequently Asked Questions

    Should I form an LLC or a corporation?

    The choice depends on ownership, funding plans, governance, where the business operates and tax considerations. We review those factors with you and coordinate tax advice with your accountant. An S corporation election concerns tax treatment and has eligibility requirements; it is not the same decision as choosing the legal entity.

    Can you review an agreement someone else drafted?

    Yes. We can review the draft against your business priorities, explain the key terms, propose changes and negotiate with the other side if that work is included in the engagement.

    Can you help us prepare for a fundraising round?

    Yes. We can review company records, proposed investment terms and the documents needed for the financing. The engagement identifies the legal work and any securities-law filings or specialist support required. Raising capital involves legal requirements beyond choosing a form document.

    Do you offer fixed fees?

    Some defined projects may be quoted at a fixed fee. Ongoing advice and matters with a changing scope may be hourly, retainer-based or hybrid. The written engagement sets out the work and fees.

    How soon can you start?

    Tell us about any signing, filing or closing deadline when you contact us. We confirm availability and timing after conflict review and a discussion of scope; submitting an inquiry does not mean the firm has taken responsibility for a deadline.

    Sources: IRS business structures · IRS S corporation election · SEC capital-raising basics

    🏢

    Business Structure Decoded

    Compare sole proprietorships, LLCs, corporations and partnerships—and the agreements that make them work.

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    Let's talk about your next step.

    Choose a complimentary 15-minute fit-and-intake call with Jamee (no legal advice) or a paid 30-minute attorney strategy session with Drew ($350).