We assist in selecting the ideal business structure for stability and growth, whether that's a sole proprietorship, partnership, LLC, nonprofit or corporation. Our expertise includes registering businesses, securing permits, and ensuring full compliance with local, state, and federal regulations.

Our regulatory compliance expertise extends to developing risk management frameworks that keep businesses ahead in a dynamic legal environment.

StartSmart Counsel specializes in guiding businesses through the formation, structuring, and ongoing maintenance of robust corporate governance frameworks. Our expertise ensures that companies operate with efficiency, transparency, and legal integrity, reducing exposure to regulatory and compliance risks. We provide strategic counsel on board governance, shareholder agreements, corporate policies, and compliance best practices. Additionally, we offer comprehensive board training programs to equip directors and executives with the knowledge and tools needed to uphold governance standards, mitigate risks, and drive sustainable growth.

At StartSmart Counsel, we understand that even the best-run businesses can face disputes. Our litigation team provides strategic, results-oriented representation in commercial, employment, and regulatory matters. We focus on resolving conflicts efficiently — whether through negotiation, mediation, arbitration, or litigation — so our clients can stay focused on running their businesses. From contract breaches and partnership disputes to regulatory enforcement actions, we stand beside our clients every step of the way to protect their interests and minimize risk.

Our team provides meticulous support for licensing applications and notifications necessary for business changes, ensuring uninterrupted operation.

We help startups and businesses navigate the complexities of capital raising—whether through private placements under Regulation D, Regulation S, or crowdfunding initiatives. Our team ensures compliance with SEC regulations and state securities laws, equipping you with the right legal framework to pitch to investors with confidence. From term sheets to subscription agreements, we provide end-to-end legal support to facilitate smooth and legally sound fundraising.

1. Due Diligence

Our firm conducts meticulous due diligence to ensure a seamless transaction and mitigate risks associated with business deals. We thoroughly examine financial statements, assess operational structures, evaluate legal risks, and scrutinize potential regulatory issues. Our goal is to provide a clear picture of the target company's performance and potential, enabling informed decision-making.

Key Due Diligence Areas:

Financial Analysis: Review of historical financial data, revenue streams, profitability, and growth prospects.

Operational Review: Examination of business processes, supply chain management, customer relationships, and market positioning.

Legal Compliance: Assessment of compliance with local and international laws, including contract evaluations, property rights, and pending litigations.

Strategic Fit: Analysis of how well the target aligns with strategic goals and market opportunities.

2. Term Sheet Assistance

We provide expert guidance in drafting and negotiating term sheets, which are crucial in defining the framework of the deal. Our approach ensures that the terms agreed upon serve your strategic and financial interests, with a clear outline of the deal structure, investment amount, valuation, and governance.

Term Sheet Services Include:

Drafting: Creating detailed and precise term sheets based on the results of due diligence and strategic objectives.

Negotiation: Leveraging our industry expertise to negotiate terms that maximize benefits and minimize risks.

Clarification: Ensuring all parties understand the implications of the terms, preventing conflicts and misunderstandings during later stages.

3. Navigating Letters of Intent (LOIs)

We specialize in managing the complexities of LOIs, ensuring they are strategically aligned with your business objectives. Our team helps draft LOIs that reflect the preliminary agreement accurately while protecting your interests through carefully crafted clauses.

LOI Expertise Includes:

Structuring: Developing LOIs that outline the critical aspects of a deal, including purchase price, deal structure, and exclusivity periods.

Exclusivity Negotiations: Securing exclusive negotiation rights to prevent competitive bids and provide a clear path to acquisition.

Binding and Non-Binding Provisions: Clearly defining which elements of the LOI are legally binding, such as confidentiality and exclusivity, while ensuring flexibility in negotiations.

Navigating the complex landscape of U.S. business immigration can be challenging, but StartSmart Counsel is here to guide you every step of the way. Our comprehensive immigration services are tailored to meet the unique needs of businesses, professionals, and investors seeking to work, live, or invest in the United States. We offer expertise across a wide range of visa categories, ensuring that you have the right solution for your specific situation.

F-Visas

The F-Visa category includes student visas for individuals pursuing academic studies or language training programs in the U.S. We assist with applications, renewals, and compliance to ensure your educational journey is uninterrupted.

B-Visas

B-Visas are temporary visas for business (B-1) or pleasure (B-2). Whether you're attending meetings, conferences, or exploring investment opportunities, we provide the legal support needed to secure your visa and facilitate your short-term stays in the U.S.

J-Exchange Visitor Visas

J-Visas are designed for individuals participating in approved exchange programs, including scholars, researchers, and trainees. We offer guidance on obtaining J-Visas, including the necessary documentation and compliance with program requirements.

H-1B Visas for Specialty Occupation Workers

The H-1B visa is ideal for companies hiring foreign workers in specialty occupations requiring a bachelor's degree or higher. We manage the entire H-1B process, from petitioning to compliance, ensuring your business attracts and retains top talent.

Alternative Visas

We also specialize in alternative visa categories tailored to specific nationalities and professions:

• E-3 Visas: For Australian nationals seeking employment in specialty occupations in the U.S.

• H1-B1 Visas: For professionals from Singapore and Chile in specialty occupations.

• TN Visas: For Canadian and Mexican professionals in certain occupations under the USMCA (formerly NAFTA).

L-1 Visas – Multinational Executives, Managers, or Specialized Knowledge Workers

The L-1 visa is designed for multinational companies transferring executives, managers, or employees with specialized knowledge to the U.S. We assist with L-1 applications, including the requirements for one year of employment abroad, and help you establish new U.S. offices.

E-1 / E-2 Treaty Trader and Treaty Investor Visas

E-Visas are for individuals from treaty countries who wish to engage in substantial trade with the U.S. (E-1) or invest in a U.S. business (E-2). We guide you through the process of establishing or buying a U.S. business, ensuring your investment aligns with immigration regulations.

O-1 Visas – Extraordinary Ability in Arts, Science, Education, or Sports

The O-1 visa is for individuals with extraordinary ability in their field. We help you demonstrate your exceptional achievements and secure your visa, whether you're an artist, scientist, educator, or athlete.

H-2 Visas – Temporary Agricultural Workers

The H-2 visa program allows U.S. employers to bring foreign nationals to fill temporary agricultural jobs. We manage the visa process, ensuring compliance with labor regulations and helping your business meet seasonal workforce needs.

From negotiations to the drafting of agreements, we ensure that commercial leasing and real estate transactions are secure and beneficial.

Our firm drafts clear and enforceable contracts for vendors, suppliers, partners, and investors, tailored to the unique needs of startups and scaling businesses for both short-term transactions and long-term relationships. We specialize in the key agreements that drive the startup ecosystem, including SaaS agreements, SAFE agreements, preferred stock agreements, equity compensation plans, and founder, employee, and consultant agreements.

Protecting your innovations, we help register trademarks, navigate copyright laws, and defend against infringement.

Our counsel ensures your products comply with industry safety standards, and we're equipped to handle labeling, warnings, and instructions compliance.

We keep your business aligned with consumer protection regulations, from accurate product descriptions to fair advertising and customer service practices.

We provide guidance on robust data protection policies and practices to ensure the integrity and confidentiality of customer data.

Our firm offers comprehensive advice on employment law matters, ensuring compliance with labor regulations, state and federal employment discrimination laws, fair hiring practices, and workplace safety. We provide policy and procedure development, DEI counseling, risk assessments, audits, and board and employee training to help businesses foster inclusive, compliant, and well-governed workplaces. Our expertise extends to employment and equity compensation matters, including structuring equity compensation plans such as stock options and vesting schedules, drafting founder, employee, and consultant agreements tailored for startups and scaling teams, and implementing IP assignment and NDA agreements to protect proprietary technology and innovations. By integrating legal expertise with strategic employment solutions, we help businesses attract, retain, and incentivize top talent while maintaining full regulatory compliance.

We ensure your promotional activities adhere to legal standards, protecting your business from liability and maintaining brand integrity.

With a focus on ADA compliance, we help make your physical and digital storefronts accessible to all customers.

We guide on the intricacies of online sales, from tax obligations to consumer rights, providing a secure and lawful e-commerce platform.

Our services cater to the banking and financial sector's needs, offering expert guidance on navigating complex regulatory landscapes. We assist institutions in ensuring compliance with key regulations, including the Bank Secrecy Act (BSA), Anti-Money Laundering (AML) regulations, the Dodd-Frank Act, the Gramm-Leach-Bliley Act (GLBA), the Fair Credit Reporting Act (FCRA), and Securities and Exchange Commission (SEC) rules. Our expertise helps financial entities mitigate regulatory risks, implement best practices, and maintain operational integrity in an evolving compliance environment.

We ensure that businesses comply with all applicable health and safety laws to provide a safe workplace and customer environment.

Our legal advice covers all aspects of physical store safety, helping businesses meet the necessary fire safety and emergency planning standards.