New York Technology Startup Attorneys
Muchmore & Associates PLLC represents founders in litigation to preserve the integrity of their cap tables and intellectual property. We have extensive experience litigating disputes with business partners, employees, and funders. This includes litigation over shareholder agreements, stock option agreements, non-competes, employment contracts, and promissory notes. We also represent clients in disputes with outside vendors over software and web development contracts. Finally, we can prosecute or defend claims over intellectual property, including trademarks, patents, and copyrights.
Muchmore & Associates PLLC also assists early-stage companies in forming corporate entities, negotiating shareholder agreements, raising venture capital, and negotiating contracts with key employees and independent contractors, including provisions for vesting of equity, intellectual property, non-disclosure, non-compete, and non-solicitation language.
Legal and Business Startup Advice
We understand the unique dynamics of the software and technology industries. Our attorneys litigate and arbitrate development contracts, shareholders agreements, financing agreements, license agreements, and dispute over equity stakes in startups. Our attorneys can assist you in establishing your technology startup, including the creation of the corporate entity, drafting of the shareholders agreement, negotiation of financing, and drafting of development contracts. We attempt to understand our clients' businesses and the sectors in which they operate to provide useful context and business advice. We advise on business structures, financing, hiring, acquisitions, and operational issues. Our clients rely on us for both business and legal advice, as we work with them to hone their product-market fit, scale operations, and raise venture financing.
Contact Us to Schedule a Free Initial Consultation
Contact us at (917) 932-0299 to schedule a free initial consultation on technology law issues, including the following:
Breach of Contract Litigation: While it is preferable to hire a lawyer before entering into a contract, many clients wait to retain counsel until litigation is imminent. In such cases, it helps to engage a lawyer before a contract is terminated to put your position in writing and ensure you comply with the contract's provisions. Where possible, an effort should be made to settle the dispute on reasonable terms. Where the adversary is unwilling to be reasonable, you need a lawyer willing to litigate your case to trial if necessary. Our lawyers always attempt to resolve disputes efficiently, but do not bend to unreasonable adversaries.
Business Partner and Shareholder Disputes: Co-owners of closely held businesses in New York owe fiduciary duties to one another. Where the shareholders agreement or operating agreement is silent on the source of a dispute, the parties' fiduciary duties and duties of good faith and fair dealing prevent them from acting in a way that unfairly harms their co-owners or the company. These extra-contractual duties prohibit not only obvious acts of malfeasance like fraud or embezzlement, but less obvious infractions like competing against the corporate entity. Where one of the partners or owners materially breaches his obligations, that individual may be terminated, sued for the breach of contract, or compelled to buy out the non-breaching party in arbitration or pursuant to New York Business Corporation Law 1104-a.
Software Development Contracts: Software and web development contracts often to lead to litigation because of the ambiguity of client deliverables at the outset of the contract. Often, the parties' intentions are sketched out in hazy form. Disputes arise over whether the contract’s intended scope was performed. Most software and web development work is performed as a "work for hire", with the purchaser retaining title to the intellectual property. However, key aspects of the software platform may come from third parties with their own licensing terms or rely upon proprietary code of the developer which is being licensed to the purchaser. Our attorneys can assist you in litigation over software and web development contracts and can draft or negotiate contracts that will minimize the risk of litigation.
Shareholder and Operating Agreements: Every corporation needs a shareholder agreement, and every limited liability company needs an operating agreement. These agreements define the rights and obligations of the owners, including control of business decisions, share of profits, time and monetary contributions to the business, and resolution of disputes and buy-outs. Too often, founders utilize boilerplate forms without adapting them to their specific needs. A clear and well-drafted contract can help avoid future disputes between co-owners and can simplify the resolution of a dispute if one arises.
Financing Agreements: New business ventures are often financed by founders, family, and friends. As they grow, they obtain additional finance through organic business revenue, loans, or equity issuance. Due to the need to scale rapidly and the difficulty of valuing early-stage companies, most technology startups raise venture capital using convertible notes or SAFEs. Convertible notes are a form of debt that converts to equity after a qualified financing round, whereas SAFEs are pure equity instruments. Both allow a valuation to be postponed until a later financing round while offering early investors a discount or valuation cap. It is only after multiple such seed rounds that direct equity is typically raised through a Series A. Our attorneys can utilize the standard forms promulgated by the National Venture Capital Association and adapt them to the specific needs of your business.
License Agreements: A license agreement is an agreement by one party to allow another to use its property. This property can be real property or intellectual property. Intellectual property comes in the form of patents, copyrights and trademarks. Licenses to use copyrighted materials are often called end user license agreements. Licensing of patents can be complicated by the fact that a patent's scope is often uncertain until it has been tested in litigation. Our attorneys can help you draft and negotiate licenses to intellectual property and compare the risks and benefits of license agreements for different software platforms.
Questions? Contact us today.