Year in Review: A Look at Our Transactional Legal Work
While courtroom litigation often grabs the spotlight, a significant portion of the work we do at Sandollar Law is designed to keep our clients out of court in the first place. Over the past year, we have advised entrepreneurs, small business owners, and established companies across Connecticut on a wide array of transactional matters. From structuring complex business entities to closing commercial deals and drafting bulletproof contracts, our transactional practice is built on preventing problems before they start.
Here is a summary of the key transactional and advisory matters we have handled recently.
1. Business Formation, Governance & Structuring
Setting up a business correctly from day one is critical, especially in highly regulated industries.
- Professional Services & MSO Structures: Navigated the complex statutes governing professional services companies (such as P.C.s and P.L.L.C.s) to ensure full compliance. This included advising on the necessity of ensuring all shareholders or members are licensed to practice the chosen profession, and structuring Managed Services Organizations (MSOs) to allow non-licensed professionals to legally provide ancillary back-office support.
- Corporate Governance & Operating Agreements: Drafted an LLC operating agreement for a technology platform. We also managed an LLC resolution regarding a change of membership for a Middletown package store—a great reminder to always follow up on final paperwork, even when clients say everything is wrapped up.
2. Mergers, Acquisitions & Commercial Real Estate
Buying or selling a business involves careful due diligence and regulatory awareness.
- Convenience Store / Gas Station Closing: Successfully navigated the complexities of a commercial deal to get a Bridgeport convenience store and gas station acquisition across the finish line.
- B2C Advisement Practice Acquisition: Advised a newer client working toward the acquisition of a B2C advisement practice. This required resolving several issues, including structuring investor funding and determining if SEC registration was required or if a 4(a)(2) exemption was workable.
- Commercial Leases: Reviewed and advised on a commercial lease agreement for a property on the Boston Post Road.
3. Commercial Contracts & Agreements
Even “simple” contracts can have hidden pitfalls depending on a client’s specific line of business. We handled a high volume of contract drafting and review, including:
- Master Services Agreements (MSAs) & NDAs: Reviewed, marked up, and updated MSA templates, Statements of Work (SOWs), and mutual non-disclosure agreements for long-standing B2B clients.
- Compliance & Terms of Service: Drafted GDPR-compliant customer terms of service for a client’s digital platform, alongside provider agreement templates.
- Financial & Energy Contracts: Revised a draft energy efficiency agreement, as well as a commercial promissory note and guaranty for corporate clients.
4. Regulatory Compliance & Intellectual Property Strategy
Beyond patents and trademarks, we routinely advise clients on the day-to-day IP and regulatory challenges of running a business.
- SEC Regulations & Unregistered Investments: Provided strong cautionary advice to a Fairfield County client regarding their efforts to offer unregistered investment opportunities to non-accredited parties.
- Open-Source Licensing: Advised another attorney’s client on the nuances of open-source software licensing, specifically clarifying the legal differences between software that makes API calls to an open-source module versus software that directly incorporates the open-source code.
- Employment & IP Clauses: Assisted a new client in negotiating an employment offer that contained onerous intellectual property clauses, ensuring their personal IP rights were protected before signing.
- Publishing IP: Advised a smaller client on copyright and trademark issues related to a book they intend to publish.
Whether you are closing on a commercial property, structuring a new professional services firm, or need comprehensive contract review, Sandollar Law provides the meticulous transactional guidance required to protect your business interests.