Stokesbary PLLC provides experienced legal counsel on corporate law and securities matters to companies, their founders, and investors. The firm represents clients in a variety of business and commercial matters, including entity formation, corporate governance, debt and equity financing.

To learn more, click one of the firm’s practice areas below.

Representative Engagements
  • Counseled online retailer on formation of joint venture with publicly-traded Taiwanese corporation
  • Represented construction-industry corporation on its acquisition of and merger with a competitor's LLC
  • Represented media-industry startup with $1.2 million pre-money valuation and out-of-state investors on LLC formation
  • Represented online content producer startup in $4 million equity seed round
  • Represented medical device startup in $1 million preferred equity seed round from venture capital fund
  • Represented Turkish software developer in $600,000 preferred equity seed round led by U.S. venture capital fund
  • Represented e-commerce logistics startups in $500,000 preferred equity seed round
  • Represented app developer in conversion from LLC to corporation and its subsequent equity offering
  • Represented food industry startup in its conversion from Washington LLC to Delaware corporation and subsequent equity offering
  • Represented software analytics startup in its conversion from Washington LLC to Delaware corporation
  • Represented software developer startup in its conversion from Utah LLC to Washington LLC
  • Corporate counsel to app developers
  • General counsel to retailer, IT startup, real estate investment company, and hedge fund
  • Represented real estate investment companies in their acquisition of residential and commercial properties
  • Represented multiple venture-backed startups throughout liquidation and dissolution process

Corporate Law

Stokesbary PLLC assists companies with a wide array of business and commercial legal issues. The firm works assists entrepreneurs select the preferred legal structure for their new business (such as corporation or limited liability company) based on their unique business, financial, and tax needs. The firm also counsels new and existing companies, and their officers, directors and mangers, on corporate governance issues, such as board meeting procedures and fiduciary duty concerns. And the firm protecting the interests of companies, founders and shareholders by drafting and reviewing corporate bylaws, shareholder agreements, and LLC operating agreements.
Representative Engagements
  • A fast-growing online media company was generating revenue from multiple distinct channels, and was engaging select investors and content providers in strategic partnerships. Stokesbary PLLC represented the company in its conversion into a Delaware series LLC, which helped shield the company from cross-liability for its various lines of business and better aligned the incentives of its strategic partners.
  • The founders of a fintech startup organized their company as LLC during the "proof of concept" stage, but needed to convert into a corporation to improve its position within the capital markets. Stokesbary PLLC counseled the company through its conversion into a Delaware corporation (and subsequently, a successful convertible financing round).
  • A healthcare startup received a term sheet from a venture fund for a $1 million preferred equity investment, but was struggling to satisfy some of the fund's due diligence requirements. Stokesbary PLLC drafted the missing documents, filed the delinquent paperwork, and ensured the board had properly ratified all necessary actions (and the deal successfully closed).
  • A growing construction industry company had a handshake deal to acquire a competitor for a mix of stock and cash. Stokesbary PLLC represented the acquiring corporation through the merger and acquisition process.
  • A popular local chain of restaurants was structured as an LLC, but the principals desired to convert the business into a Delaware corporation in preparation for potential venture financing. Because the business included a mix of active and passive investors, an elaborate arrangement of loans and guarantees between the members, and a variety of depreciated capital assets, conversion also involved complex tax considerations. Stokesbary PLLC represented the company during the entity conversion, and was able to help the company successfully avoid any additional tax liability.
  • A real estate investor, whose portfolio included redevelopment and rental income, for both commercial and residential property, desired greater liability protection as well as an ability to gradually transfer his business to his children. Stokesbary PLLC helped devise and form an LLC that met the client's tax, liability, and management needs.
  • The co-founders of a venture-backed startup decided to part ways after being unable to agree on the direction to take the company. Stokesbary PLLC guided the company through the liquidation and dissolution process, which included repayment of debt, administration of convertible instruments, and the distribution of cash and intangible assets to shareholders.

Finance & Securities

Stokesbary PLLC represents issuers and investors in a wide variety of capital-raising transactions. Clients include startups (predominately in the tech industry) seeking angel or institutional venture financing, established companies seeking expansion capital, and both individual and institutional investors seeking unique opportunities.

Stokesbary PLLC has helped startups and emerging companies raise millions of dollars through Rule 506 private placements, Reg. A+ and Reg. CF crowdfunding campaigns, and Reg. S foreign offerings. The firm has extensive experience with raising capital through equity (including preferred stock) and convertible instruments, as well as venture debt and other credit facilities.

Recent Transactions
Since 2015, Stokesbary PLLC has represented the issuer or investors in the following financings:
  • Internet media platform – $5 million equity seed round
  • Online HR platform – $1.5 million convertible equity seed round, from multiple venture funds
  • Health care analytics startup – $1.025 million preferred equity Series A round, led by venture capital fund
  • Medical device company – $1,000,000 preferred equity Series A round, led by overseas venture fund
  • Fintech startup – $1,000,000 convertible equity seed round, through online crowdfunding portal
  • Turkish software startup – $600,000 preferred equity seed round, led by U.S. venture fund
  • Dining app startup – $600,000 convertible debt seed round
  • B2B web app startup – $540,000 convertible debt seed round
  • B2B database software startup – $500,000 convertible debt seed round
  • Arabic children's media publisher – $450,000 equity Series A round, led by overseas venture fund
  • Food tech startup – $300,000 equity "family and friends" round
  • European specialty food importer/exporter – $300,000 equity seed round, through online crowdfunding portal
  • Fintech startup – $250,000 equity seed round
  • Online news publisher – $200,000 convertible equity seed round, through online crowdfunding portal
  • Cloud-based logistics startup – $200,000 preferred equity seed round
  • Web app developer – $100,000 convertible debt seed round
  • Robotics platform startup – $100,000 preferred equity seed round
  • Subscription-based online retailer – $70,000 convertible debt seed round

Private Funds

Stokesbary PLLC offers comprehensive legal counsel to hedge funds, venture capital funds, portfolio companies, fund sponsors and managers, registered investment advisers, broker-dealers, limited partners and other individual investors. The firm leverages its deep industry knowledge to provide top-notch counsel, as well as insight into prevailing terms, structures and practices for fund formation and investment transactions of all types.

Stokesbary PLLC advises fund sponsors and managers on structuring hedge funds and venture capital funds and represents sponsors in connection with fund formations. The firm provides counsel to general partners on governance and compliance issues, as well as matters like carried interest, co-investments and side pocket accounts. The firm also handles a wide range of issues arising under the federal securities laws, including the Investment Company Act of 1940, the Investment Advisers Act of 1940, and the Dodd–Frank Act and associated rules and regulations.

Services Provided
Stokesbary PLLC has experience in advising clients on a variety of private fund and investment matters, including:
  • Identifying the optimal structure (including parallel, master-feeder and mini-master funds) and jurisdiction of a fund, based on tax and regulatory concerns and ensuring exemption from Investment Company Act registration
  • Assisting with fund formation matters by developing fund terms, drafting offering materials (including subscription agreements, limited partnership or LLC agreements, and private placement memoranda), and filing organizational documentation
  • Providing counsel to fund managers with respect to management company structuring and formation issues and fund investment management agreements
  • Facilitating investor negotiations, such as side letters and separately-managed accounts
  • Counseling fund managers on Investment Advisers Act applicability and, where necessary, assisting with registration and ongoing compliance with SEC, FINRA and state securities regulators, including filing Form ADV and state forms
  • Ensuring compliance with Rule 506, Regulation S and other private placements under the Securities Act and state blue-sky laws
  • Negotiating venture investment terms with a view toward future possibilities, including "down rounds" and liquidity events
  • Managing legal due diligence reviews, including IP, employment, litigation and debt issues
  • Acting as outside counsel to a fund portfolio companies on matters such as corporate governance, debt and equity financings, and employee equity compensation
A law firm that solves your problems

Starting a business or investing in one can be a complicated task, even before worrying about regulatory matters. Companies and their founders and investors rely on Stokesbary PLLC for experienced legal counsel on corporate law and securities matters.

A law firm that understands technology

While Stokesbary PLLC represents clients in legacy industries (like construction, finance, and retail), the firm predominantly works with startups and emerging companies. Most of our clients either compete in the tech space directly or leverage technology in a new and interesting way. To the right, you’ll see a list of some of these clients, which are doing innovative and inspiring things. If you’re a tech company, your lawyer should understand technology. At Stokesbary PLLC, we do, which is why so many startups choose us for their legal counsel.

A law firm that thinks like entrepreneurs

Founded in 2015 with a single attorney, Stokesbary PLLC is an entrepreneurial endeavor itself. With first-hand startup experience, the firm provides creative and cost-efficient counsel to its clients. Our goal is to solve your legal problems quickly, so you can focus on running and growing your business. And we work on your schedule, whether that means joining an early-morning conference call with investors in Europe or returning a late-night email.

Representative Clients
  • App developers (solving B2B, dining, election, financial, parking, photo/video, social, sports, travel and TV pain points)
  • Cloud-based logistics company
  • Commercial real estate online rental platform
  • Construction firms
  • Drone flight manager for-hire
  • Fintech startups (solving lending, rental property management and tax issues)
  • Food and beverage on-demend delivery companies
  • Health care analytics startups leveraging big data
  • Hedge funds, venture capital funds, and their managers
  • Medical device company
  • Online media publishers (print and video)
  • Political candidates, campaigns and committees
  • Real estate developers and investors, holding commercial and residential properties
  • Retailers (e-commerce, brick+mortar, subscription-based and bespoke)
  • Robotics hardware developer
  • Talent and recruiting platforms (leveraging AI, gaming, and social)