Gregory Rutchik, Esq.
I am a lawyer and negotiator for business owners and shareholders with a focus on tech based companies. The client’s business plan dictates the strategy when I negotiate critical agreements and represent shareholders and founders. My goal as outside general counsel is to simplify and close deals and to diffuse and prevent litigation.
Gregory Rutchik, Esq.
I am a lawyer and negotiator
for business owners and
shareholders with a focus on tech based companies.
The client’s business plan
dictates the strategy when
I negotiate critical agreements
and represent shareholders
and founders. My goal as outside
general counsel is to simplify and close deals
and to diffuse and prevent litigation.
Revenue growth for any Company is driven by careful strategic planning, a clear but tested vision, execution and relationship building.
Corporate Form.
- What is the Corporate form and how are is the entity capitalized? While I do work with sole proprietors, I often counsel partnerships, LLC’s and other pass thru entities as well as C-Corps.
- Is the company a non-US entity and do (or should) particular tax or liability concerns dictate form?
- Is the current form of business proper now? I often talk to clients about conversions from pass thru to C-corps and other changes of the corporate form.
- What are plans for financing? All equity or some convertible notes?
- Has the business or founder entered into shareholder rights agreements with any investor or other founders?
Valuation. I am often asked to assist clients tell the story of their valuation as part of a businesses’ drive for capitalization and the financing of a business as well as for investor clients who seek to understand or challenge valuation.
- Analysis often turns to considerations of value versus valuation when a lack of market comparables.
- Are your business plan assumptions for revenue, costs of goods sold rock solid?
- What does due diligence reveal about validation of data, sales pipelines, customer agreements and engagement data and path to revenue?
Decision Making. An entity client must have clear management roles and methods for decision making. How is the Board informed? How does Management make decisions and resolve internal dissent?
- How a business make (or does not make) decisions is informative. Do they take the approach of the Wright Brothers and engage in fact based conflict – testing assumptions, plans and data or does the Company have low push back on their business plan and validation issues?
- For shareholder/investor clients, what is the make up of the Board and how does the Board inform management decisions?
Agreements and Revenue. What kinds of agreements does the business enter into to make revenue, make, distribute and promote their product or services? What is the risk – reward balance?
- Does the Company enter into master service agreements with most customers and strategic partners or customized service agreements?
- Does the business depend on a third party’s service level agreements for cloud based services, up time, delivery?
- To what extent does the Company indemnify suppliers for infringement and other third party claims? Is there appropriate insurance in place?
- What is the logistic supply chain for the business’ product delivery, fulfillment, post sales service?
IP. What role does IP play in the business’ competitive advantage and what type of advice has the business received to date?
- What is a client’s IP Strategy? While I do not register patents, copyrights or trademarks for clients but I apply over thirty years of strategic IP experience to an IP portfolio including licensing, potential infringement and interaction with patent counsel.
- Does the Company develop its core technology in-house or for hire with a third party vendor or contractors?
Litigation. Litigation is an inevitable reality for most businesses. While I have reduced the number of litigation matters that I handle for clients, I often play a close role with litigation counsel in all aspects of a client’s litigation or litigation avoidance.
Lawyering is like marathon training
Training for and running marathons takes a diverse set of skills, planning, commitment, focus and execution. Since 2018, I trained for and ran four marathons!
Do Any Of These Situations Resonate?
- A family office invested in complex tech based private company and has not done sufficient due diligence;
- A shareholder has raised questions about your business plan and their investment in your Company;
- A CEO of tech based private company with dependence on third party IP, distributors or manufacturers;
- Your key customer, manufacturer, consultants relationship with the Company does not define clear deliverables;
- Your Form Software Licenses or Master Service Agreement could have major holes?
Maintain the Corporation
Do you systematically inform board members? You may be required to have a board or shareholder meeting.
Is your Corporation formation proper?
Key Agreements
Corporation lacks standard and appropriate risk – reward agreements
Private Security Sales
Is Your Private Stock Sale Properly Documented?
Your Business Plan
Your business plan needs an honest review to challenge factual representations and assumptions