JB Koenings

JB is a Shareholder, a member of the firm’s Business Law and Mergers and Acquisitions Practice Groups, and is a United States Air Force Veteran. JB works with and advises clients on a wide range of business law matters, including form of entity selection and initial capitalization, raising funs through private equity offerings, securities compliance and broker/dealer matters, mergers and acquisitions, contract preparation and negotiation, and software, technology, and IP matters. JB Assists Clients With · Mergers, acquisitions, and recapitalizations of businesses · Private equity and venture capital financing · Private offerings of debt and equity securities · Employee equity compensation plans · Securities laws issues · Complex contractual matters and disputes · Software, technology, and data privacy/security matters · Intellectual property, proprietary rights, and confidentiality agreements · Shareholder, partner, and member agreements and disputes · Corporate governance matters · General business matters Experience/Representative Client Work JB’s start up clients have raised over $30,000,000 through private offerings. · Represents companies and founders raising debt and equity capital through private offerings and advises on Regulation D and other private securities offering exemptions at the state and federal levels · Regularly assists clients with choosing the right form of entity for their new venture · Advises clients on 1202 and qualified new business venture stock requirements and planning · Tailors his client’s governing documents to their equity and capitalization plan · Advises clients on equity and synthetic equity incentive compensation plans and the various tax and securities rules and regulations surrounding such plans · Represents investors evaluating an investment in a private company or fund offering JB represents Buyers and Sellers in Mergers and Acquisitions across the country. · Represents clients buying and selling businesses in all market sectors from software and technology to manufacturing and retail · Experienced in M&A deals of all sizes, ranging from small sole proprietorships to complex multi-national transactions involving both private and publicly held companies · Represents both minority and majority owners in sale proceedings and exits, including partial sales · Experienced in complex multi-state mergers and tax-based reorganizations in addition to equity and asset deals JB regularly advises clients on complex contracts including software, technology, and custom manufacturing agreements. · Represents software and technology clients with all forms of license agreements, development agreements, master services agreements, work-for hire agreements, and intellectual property protection agreements · Negotiates and advises on complex custom manufacturing agreements with large public and private companies · Experienced with joint ventures both as contractual arrangements and as new business formations JB offers advice on a multitude of general business matters. · Assists clients with entity formation and ongoing corporate governance matters · Experienced with creating multiple classes of equity in both corporations and LLCs · Drafts and negotiates buy-sell, voting, and other equity holder agreements such as shareholder agreements, partnership agreements, and operating agreements · Assists clients with resolving shareholder, partner, and member disputes