Corporate law
Corporate decisions rarely exist in isolation. Our counsel considers how today’s business choices may shape tomorrow’s opportunities, risks, liabilities and disputes.
Lead Attorney
Lina Li, Esq.
Super Lawyers Rising Stars, 2024–2026
Business challenges rarely stay within one area of law. Our advice doesn’t either.
Business structure, ownership, governance, and shareholder relationships are closely connected — a decision made at one stage can create legal and operational consequences years later. We advise through a dispute-risk lens: understanding how a business operates and where disputes are most likely to occur.
Alpha Law advises businesses, founders, investors, and executives on corporate matters including entity formation, ownership and governance structures, operating agreements, commercial arrangements, and shareholder matters.
By combining strategic corporate counsel with a litigation perspective, we help clients build stronger businesses, navigate complex decisions, and protect their long-term interests by anticipating legal risks before they become disputes.
Featured Matters
Building the Ownership and Governance Backbone for a Multi-State Entertainment Group
Served as outside general counsel in structuring a multi-state corporate framework that positioned a rapidly expanding renowned entertainment chain for scalable long-term growth.
A rapidly expanding renowned entertainment chain required outside general counsel to support the growth of its affiliated entities across multiple U.S. states. As the business scaled, it needed a cohesive corporate structure, consistent governance, and legal infrastructure capable of supporting long-term expansion.
Our team served as outside general counsel, structuring the parent-subsidiary ownership framework, forming and managing affiliated entities in multiple jurisdictions, and preparing key corporate governance documents, including operating agreements, equity transfer documentation, and internal resolutions. We also advised on commercial contracts, ownership adjustments, and ongoing corporate compliance.
By establishing a scalable legal foundation early, we enabled the company to continue its expansion with confidence while minimizing future restructuring and governance risks.
Protecting a Shareholder’s Interest in a Cross-Border Property Sale
A shareholder in China faced the risk that a U.S.-based co-shareholder would sell a company holding valuable real estate without the client’s knowledge or consent and retain the sale proceeds.
We initiated litigation to prevent the transaction from proceeding without proper recognition of our client’s ownership and financial interests. The legal action brought the U.S.-based shareholder to the negotiating table and created a framework for resolving the dispute before the property was transferred.
The parties ultimately reached a settlement that protected our client’s rights and secured the client’s agreed share of the proceeds directly at the closing of the property’s sale to a third party.
Defended a U.S. Subsidiary Against Significant Department of Labor Penalties
A U.S. subsidiary of a major publicly traded international company faced a Department of Labor investigation arising from a former employee’s disputed wage claims and deficiencies in the company’s U.S. employment records.
The company’s overseas headquarters was unfamiliar with certain U.S. employment practices, recordkeeping requirements, and payroll documentation standards. These gaps complicated the company’s response to the former employee’s allegations and created potential exposure to substantial penalties.
Serving as company counsel, we coordinated the response to the investigation, communicated with the investigator, and guided the company’s human resources and accounting teams in collecting, organizing, and presenting relevant employment and payroll records. Our work demonstrated that the allegations were unsupported and helped the company avoid significant penalties.
Following the investigation, we helped the company establish comprehensive hiring, personnel, payroll, and recordkeeping procedures. We also developed standardized employment documentation packages to strengthen ongoing compliance and reduce the risk of similar disputes.
Secured a Premium Valuation in the Sale of an Education Company Interest
As outside general counsel to a New York-based education group, we represented the client in a share sale involving an international company seeking to expand its investment in the U.S. education sector.
We advised the client on the transaction structure, negotiated key commercial and legal terms, and managed the transaction through closing. Our representation focused on protecting the client’s interests while maximizing the value of its ownership stake.
The transaction closed at a substantial premium to the company’s market valuation, enabling our client to realize significant value from the share sale while establishing a strategic relationship with an international investor.
Notable Results
- Established Business Entities Across the U.S. (New York, Delaware, California, Utah, Florida, and Other States)
- Structured Corporate Ownership, Governance, and Foundational Documents for Growing Businesses
- Secured a Premium Valuation in a Significant Share Sale While Serving as Outside General Counsel to a New York-Based Education Group
- Helped a Corporate Client Reduce Penalties, Preserve Business Licenses, and Avoid the Appointment of an External Compliance Monito
Scope of Representation
Business Formation & Corporate Structuring
Building the right legal foundation.
- Corporation and LLC formation
- Partnership agreements
- Joint ventures
- Holding company structures
- Corporate reorganizations
- Ownership and equity structuring
Corporate Governance
Creating structures that support long-term growth.
- Operating agreements
- Shareholder agreements
- Buy-sell agreements
- Board governance
- Internal governance policies
- Ownership restructuring
- Business succession planning
Commercial Transactions
Structuring transactions that protect long-term interests.
- Commercial contracts
- Vendor and supplier agreements
- Licensing agreements
- Distribution agreements
- Service agreements
- Purchase and sale agreements
- Contract negotiation and risk allocation
Strategic Transactions & Investments
Supporting business growth and opportunities.
- Investment transactions
- Due diligence
- Financing transactions
- Acquisition transactions
- Corporate restructuring
General Counsel Services
Practical legal support for ongoing business decisions.
Regulatory & Compliance
Managing legal risks as businesses grow.
- Corporate compliance
- Industry regulations
- Internal policies
- Risk management
- Government inquiries
Cross-Border Business
Helping international businesses establish and operate in the United States. For broader cross-border regulatory, compliance, and multi-jurisdictional matters, please see our Cross-Border Compliance practice.
Frequently Asked Questions
When does a business need corporate counsel?
Corporate counsel should be involved when forming a company, adding owners or investors, negotiating significant contracts, raising capital, restructuring, acquiring another business, or preparing for a sale. Early guidance can prevent legal and governance issues from becoming costly disputes.
What does outside general counsel do for a company?
Outside general counsel serves as the company’s regular legal advisor without the cost of a full-time in-house attorney. Counsel assists with contracts, corporate governance, ownership matters, employment coordination, compliance, risk management, and strategic transactions.
Is outside general counsel only for large companies?
No. Startups and growing businesses often use outside general counsel when legal needs arise regularly but do not justify a full-time legal department. The scope of representation can be tailored to the company’s size, operations, and budget.
Can corporate counsel help prevent disputes between business owners?
Yes. Counsel can establish clear agreements addressing ownership, management authority, voting rights, compensation, distributions, transfers, deadlocks, and exits. These issues are much easier to resolve before a disagreement arises.
What can I do if my business partner excludes me from company decisions?
Your rights depend on the company’s governing documents, ownership structure, and applicable law. Potential remedies may include access to records, an accounting, injunctive relief, a negotiated buyout, or litigation.
What happens when equal business owners cannot agree?
A 50/50 deadlock can prevent a company from making critical decisions. Corporate counsel can review the governing documents, negotiate a resolution, or implement available deadlock, buyout, mediation, or dissolution procedures.
What should a company consider before accepting an investor?
The company should evaluate valuation, ownership dilution, voting and board rights, distribution preferences, information rights, transfer restrictions, and exit provisions. Corporate counsel can help structure the investment while protecting the company’s future flexibility.
Can a business owner be personally liable for company obligations?
Although corporations and LLCs generally provide liability protection, owners may still face personal exposure through guarantees, commingled funds, improper distributions, misconduct, or failure to maintain appropriate corporate records and formalities.
How can corporate counsel prepare a company for financing or sale?
Counsel can organize ownership and governance records, review material contracts, confirm intellectual property rights, identify outstanding liabilities, and address legal issues before due diligence begins. Early preparation can reduce delays and strengthen the company’s negotiating position.
Can one corporate attorney handle all of a company’s legal needs?
Corporate counsel often serves as the central legal advisor and coordinates with employment, tax, litigation, intellectual property, real estate, and regulatory professionals when specialized advice is required. This provides the company with a consistent and efficient legal strategy.
Related Practice Areas
Litigation
Corporate and regulatory experience helps us understand what's really at stake beyond the lawsuit.
Criminal Defense
Immigration and regulatory experience helps us protect clients from collateral consequences.
Cross-Border Compliance
Corporate, litigation, and immigration experience allows us to coordinate risk across jurisdictions.
Immigration
Business and compliance experience helps us design strategies that support personal and commercial goals together.
Attorney Advertising. Prior results do not guarantee a similar outcome.
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