-         Determining the appropriate state of incorporation

-      Assisting with the type of corporate entity (corporation, limited liability company, partnership, limited partnership, etc.)

-         Reservation of corporate name

-         Drafting of certificate of incorporation and bylaws

-         Obtaining federal and state tax identification numbers

-         Obtaining Subchapter S corporate status at federal and state levels (where applicable)

-         Issuance of share certificates, determining classes of shares

-         Drafting of shareholder agreements, management agreements, and employment agreements

-         Providing assistance with opening of bank accounts

-         Following up with annual meetings

Raising Capital

Manners & Malone, PLLC provides advise on a variety of issues related to private equity, securities related matters, and raising capital (for more information on this topic, visit www.providencegroup.us) which includes the following:

-         Review and analysis of business plans

-         Review and analysis of financial models

-         Where applicable, introduction to sources of funding

-         Assisting with private placement memorandums and related subscription agreements

-         Assisting with federal and state securities and “blue sky” laws

-         Assisting with “Regulation D” and other private offering exemptions

-         Assisting with angel capital financing and venture capital financing

-         For franchises, review, analysis and assistance with franchise offering circulars

Intellectual Property

Manners & Malone, PLLC advises clients on a variety of intellectual property protection issues that include the following:

-         Confidentiality agreements, non-compete agreements, non-disclosure agreements

-         Trademarks and copyright protection

-         Licensing agreements

-         Intellectual property agreements

-         Trade protection issues

Business Purchases, Business Sales, Mergers & Acquisitions

Manners & Malone, PLLC provides advise to clients in the area of purchases of businesses, sales of business, and mergers and acquisitions. Additionally, Manners & Malone, PLLC maintains relationships with other financial, tax and investment banking professionals who may able to assist the client in the following areas:

-         Asset purchases and sales

-         Stock purchases and sales

-         Leveraged buyouts

-         Management buyouts

-         Mergers, reorganizations, recapitalizations

-         Sales of controlling interests and minority interests

-         Letters of Intent and acquisition agreements

-         “No Shop” agreements

-         Due diligence

-         Confidentiality agreements, non-compete agreements, employment agreements

-         Stock option plans

-         Transaction planning

-         Analysis of federal and state tax effects of the transaction

-         Analysis of employee benefit plans

-         Creating restricted stock

-         Shareholder appraisal rights

-         Related corporate governance matters

-         Post closing matters

-         Post closing disputes

-         Business succession planning