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Commercial Law & Agreement

As a corporate attorney in Puerto Rico, Fleming services clients in contractual, commercial and transactional issues by assisting in negotiations, analysis, drafting of business agreements and contracts. Fleming offers these services as a corporate lawyer to clients not only building contracts to fit their needs but also teaching them how to use them accordingly. Typical business transaction and contracts include bill of sales, asset purchase franchising (franchisor/franchisee), franchise disclosure documents, transportation, supply, distribution agreements under Puerto Rico Law/Act 75 ( “Puerto Rico Dealers’ Act”), personal guarantees, sales agent agreements, real estate, property or equipment lease, licensing, arbitration clauses, trade secrets, non compete, letter of intent, joint ventures, Non-compete agreement. Non-disclosure agreement (NDA), memorandum of understanding, term-sheets, independent contractors, employment, separation of employment and professional services, strategic partnership agreements, mergers & acquisitions support, compliance and regulatory advisory, dispute resolution and litigation support, and other agreements to cater to the evolving needs of businesses in a dynamic commercial landscape. We assist businesses through complex transactions with due diligence and strategic advisory. to ensures that contracts and business operations adhere to the latest legal standards, and are ready to provides robust defense and resolution strategies for contract disputes.

Small Business Governance

Organizations of all sizes, whether they are for profit or non-profit, must deal with the laws and regulations for forming, operating and managing the internal aspects of a business and no matter how small the business, a minimum degree of corporate governance is needed. As a corporate lawyer in Puerto Rico Fleming practice on corporate governance is focused on small business and closely held corporations and LLCs. Services include:

  • Assistance selecting appropriate business entity; preparation of articles of incorporation, bylaws, stock;
  • Formation and organization of the entity: incorporating issues, corporate names, initial meetings, bylaws, operating & shareholder agreements;
  • Commencement of operations, financing (capital structure, debt financing, commercial lenders, loan agreements, shareholder agreements);
  • Shareholder meetings, voting arrangements,  duties of officers, dividends, transacting business outside state of incorporation, issues with close corporations, protection of minority interests, reorganizations, owner-operated business matters;
  • Assistance and protection of trademarks and trade names and trade secrets.
  • Board advisory and training, Succession planning.
  • Ethics and compliance
  • Advisory to corporate governance services.
  • Internal control systems
  • Transparent reporting and accountability mechanisms to ensure that all stakeholders, including shareholders, employees, and customers, have confidence in your business operations
  • Corporate governance advisory extends to executive compensation planning, aligning leadership incentives with long-term business goals, and conflict resolution frameworks to manage internal disputes effectively.

Startups

Understanding the budgetary constraints common to startups, we offer flexible fee arrangements and cost-effective legal counsel to help entrepreneurs address their legal needs from the outset, allowing them to focus on building and expanding their businesses. Our comprehensive support for business formation and strategy encompasses essential areas such as leasing,, choosing the right business structure, incorporation processes, drafting shareholder agreements, bylaws, and LLC operating agreements, as well as guiding asset acquisitions and franchising opportunities.

We also offer strategic assistance in refining business plans and models, advising on the most suitable entity type for your venture, and ensuring all critical documentation is meticulously prepared and filed. This includes governance documents, shareholder and employment agreements, and addressing confidentiality and non-compete concerns. My aim is to lay a solid legal foundation for your startup, ensuring its resilience and scalability in a competitive marketplace.

By addressing these critical aspects, our services contribute to ensures your organization whether starting, developing or established adheres to the highest standards of corporate governance, fostering a culture of trust and integrity.

In summary, our legal services encompass a broad spectrum from corporate governance for small businesses, non-profits, and closely held corporations to intricate commercial transactions and contractual agreements. Whether you need assistance with entity formation, intellectual property protection, commercial contracts, strategic partnerships, or navigating the complexities of mergers and acquisitions, we are equipped to guide your business towards sustainable growth and legal compliance. Our commitment to ethics and compliance, coupled with our expertise in actual business management and corporate governance, positions us as a leading legal service provider in Puerto Rico for businesses aiming for resilience and integrity in their operations. Reach out to us today to ensure your business is not only compliant but also strategically poised for success in an ever-evolving legal landscape.

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