Corporate and Securities

Emerging Growth Companies
Venture Capital Representation
Mergers and Acquisitions
Public Companies
Sarbanes-Oxley Act Compliance
Closely-Held Business Entities
International Transactions


At GCA Law Partners LLP we provide counseling to our clients with respect to a full range of corporate and securities law matters. At GCA we strive to provide practical and timely solutions. We seek to tailor our advice so that it is responsive, not only to the legal issues at hand but to the business and practical realities facing the client. We also focus on completing transactions promptly, cost effectively and efficiently, with appropriate levels of staffing, so that management can concentrate on the development of its fundamental business.

Emerging Growth Companies. Since 1988, GCA Law Partners LLP has built a practice devoted to the formation and representation of high technology and emerging growth companies. Companies we represent range from small start-ups through middle market and large public companies. Our partners all have skills and expertise that are well suited to the unique needs and problems of entrepreneurial, fast-growing companies, whether such companies are start-ups just receiving funding or are more mature private or public companies.

We regularly assist in organizing start-ups and structuring the equity relationships among founders, employees and investors; assisting in private placement financings with investments from venture capital funds and other sources; compliance with securities laws for both private and public companies; establishing cost effective employee benefit programs, including equity and compensation based incentive programs; and structuring corporate partnerships and joint venture relationships. In addition, we work closely with our Technology Transactions, Product Distribution, Online Commerce, and Privacy Group in protecting company trade secrets and other intellectual property rights, licensing of technology, and negotiating and drafting manufacturing, distribution, sales representative and other marketing arrangements for domestic and international marketplaces.

Venture Capital Representation. The firm also regularly serves as counsel to venture capital investors, "angel" funds and other individual, institutional and strategic investors. Our work in this area includes advising investors on the broad range of terms and structures of preferred stock and bridge debt financings for portfolio investment transactions. We also advise fund organizers on appropriate structure and choice of entity and drafting offering memoranda and other organizational documents.

Mergers and Acquisitions. Our corporate attorneys have extensive experience representing companies on both the acquiring and selling sides in many forms of acquisition transactions, including asset and stock purchases, mergers and tax-free reorganizations. Our partners have substantial expertise in negotiating and drafting the appropriate agreements required to address the legal and business issues which arise in acquisitions, including securities, employment, real estate and environmental matters.

Public Companies. Our attorneys are experienced in preparing and handling all aspects of public offerings and other SEC filings for public companies. We assist in all areas of compliance with the disclosure requirements of the Securities Act of 1933 and the Securities Exchange Act of 1934, drafting and reviewing registration statements, annual and quarterly reports, proxy statements, reports on Form 8-K and tender offers.

Sarbanes-Oxley Act Compliance. With the passage of the Sarbanes-Oxley Act of 2002, Congress has expressed its intent to hold public company directors and, in particular, members of audit committees, to the highest standards of independence in fulfilling their oversight obligations. GCA attorneys are able to provide experienced, independent legal guidance to audit committees regarding their duties under Sarbanes-Oxley.

Closely-Held Business Entities. Our attorneys also represent a wide variety of closely-held business entities and counsel clients in connection with the structuring and formation of "S" corporations, partnerships and limited liability companies as well as with issues commonly arising in such entities including buy-sell agreements, succession planning, dissolution planning and ongoing general business counseling.

International Transactions. Many of our partners are experienced in international transactions and issues, and a number of partners have worked in Asian and European foreign offices of their previous firms. GCA has the transactional expertise, and an international network of contacts, to handle a broad range of inbound and outbound transactions. Among the outbound transactions we have handled are international distributorship and licensing arrangements, joint ventures and the establishment of funds to make investments in foreign companies. Among the inbound transactions we have assisted on are formation of U.S. affiliates of foreign companies, joint ventures and the establishment of funds to allow foreign investors to make investments in U.S. companies.

Our corporate partners are augmented by specialists in such areas as intellectual property, employment matters (including compensation, benefits and ERISA), real estate and litigation.

Attorneys in the GCA Corporate and Securities Group include Paul C. Graffagnino, James L. Jacobs, Lillian K. Nakagawa, Anne L. Neeter, Clifford S. Robbins, Deborah Robbins Schwarzer and Michael White.