Business & Finance

The Vested Law Business & Finance Group represents public and private entities from inception to dissolution, as well as entrepreneurs, investors and lenders. We take a holistic view of the business goals of our clients to construct a legal approach that reflects the interplay of business, legal, tax and accounting considerations.

The Business & Finance Group works with clients in numerous industries, with particular strength in the technology, software, hospitality, media and real estate industries. We support our clients in a full range of business transactions as described in more detail.

Our Business Savvy Focus

Our approach is to offer our clients choices and reduce their down-side risk while not preventing deals from getting done.

  • Board of director issues and corporate governance
  • Choice of entity (e.g. corporation, LLC and partnerships) and formation
  • Converting from one entity to another (e.g. corporation to LLC)
  • Corporate maintenance (minutes, meetings, and policies)
  • Equity compensation plans
  • Financing strategy
  • Shareholder matters/disputes
  • Strategic partnerships
  • Employment agreements
  • Acquisitions for cash, stock, or assets
  • Asset purchases, sales and dispositions
  • Business combinations
  • Consolidations
  • Divestitures
  • Going-private transactions
  • Mergers
  • Recapitalizations
  • Spin-offs
  • Investor documentation
  • Private placements and private placement memoranda
  • Public offerings
  • Rescission offers
  • SEC and state securities laws compliance
  • Securities analysis at entity formation
  • Securities analysis in M&A transactions
  • Securities compliance
  • Seed and angel funding
  • Venture capital financing
  • Consulting agreements
  • Development agreements
  • Distribution agreements
  • Joint-venture agreements
  • Licensing and tech transfer agreements
  • Loan agreements
  • Marketing and sales agreements
  • Supply agreements
  • Web site terms of service and privacy policies
Contact Jesse Berg:

Intellectual Property


To succeed, a business must have a well understood, overall strategy as well as strategies for particular aspects of the business. Examples of such strategies include intellectual property strategy, product development strategy, and market strategy.

In the context of intellectual property strategy, businesses far too often invest time and money in a hodge-podge fashion. As a result, the return on their investment can be less than optimal. A proper intellectual property strategy maximizes the potential return.

A first stage in devising a proper intellectual property strategy includes a comprehensive audit of the business’ existing intellectual property. A second stage includes understanding the competition and their intellectual property. Once this information has been gathered, risks and opportunities can be analyzed and a proper strategy can be decided upon. This strategy should include implementation of a long-term mechanism for capturing and protecting intellectual property going forward.

The intellectual property audit and understanding of competitor’s intellectual property also informs the product development strategy. This information is essential to help ensure that any new product is protected and also that the new product does not infringe on someone else’s intellectual property.

Finally, a market strategy will be driven at least in part by the product development strategy. In addition, intellectual property in the form of trademarks and goodwill should be part of the market strategy.

Vested is well positioned to help you with these essential aspects of your overall business strategy.


Any successful business has experience with negotiations. Vested has significant experience in specialized areas of negotiation that augment our clients’ own skills. Our counselors have negotiated lawsuit settlements, licensing and sale of intellectual property, investment agreements, joint venture and operating agreements, and general business deals, among others.


Some examples of ways that a business can monetize its assets include the following:

  • Sale of the business
  • Sale of products or services, preferably under the protection of intellectual property
  • Licensing or sale of intellectual property
  • Enforcement of intellectual property in court


Vested offers counsel to its clients to maximize their monetization opportunities.


Patents can be incredibly valuable business assets. Unfortunately, many patents are not properly drafted. As a result their value is nominal at best.

To secure valuable patent protection, a patent attorney must understand that simply securing a patent is not enough. The protection needs to be broad enough to cover current and future embodiments of your company and those of the competitors. The patent protection must also be capable of surviving litigation.

There are very limited numbers of patent attorneys who have tried any type of case, let alone a patent case as either first or second chair. In contrast, we are trial attorneys who happen to know, live, and breathe patents. We have prosecuted and obtained innumerable, significant patents worldwide for our clients. We have done so by understanding each company’s business, its technology, and with a keen eye toward litigation and the bottom line.

We know whether the money spent on a patent will actually bring a return on investment, whether that return is thought of as building a patent portfolio to create overall wealth, creating a cross-licensing option in litigation, or being the exclusive provider of the patented product or method. And if you choose to litigate a patent or need to defend against a patent suit, our counselors are among the rare professionals at the ready to be your brothers in arms.

Trademarks & Copyrights

Marks, whether a trademark or a service mark, are often the most valuable intellectual property asset of a company. We at Vested understand and recognize that strong protection in the areas of trademarks and copyrights may very well be a critical component to your company’s continued success.

With the company’s business strategy including its short and long-term goals in mind, we counsel clients with regard to developing, maintaining, policing, and monetizing your trademarks and copyrights including protecting against infringement and counterfeiting.

Trade Secrets & Unfair Competition

Vested Law provides seasoned advice to its clients with regard to all aspects of trade secrets and unfair competition. We understand how best to develop, maintain, police, and monetize a company’s rights in these areas including protecting against infringement, misappropriation, deceptive trade practices, or other forms of unfair competition.

Licensing & Technology Transactions

Vested Law actively advises clients on the development and exploitation of intellectual property assets through licensing and technology transactions. We counsel small to mid-size technology based clients with regard to patent landscape analyses, licensing, strategic alliances, joint development, and strategic ventures.

As we are highly experienced with regard to litigation and prosecution, our licensing and technology transaction services include insight rarely offered by the typical practitioner.

Contact Todd Miller:


  • Employment policies and procedures
  • Actual practice to help companies, especially developing companies, avoid employment issues that they do not see developing.
  • Advice regarding disciplinary actions, demotions, and terminations.
  • Management of nascent legal and quasi-legal complaints by employees and former employees.
  • Management, analysis, and response to formal legal and quasi-legal complaints by employees and former employees, including complaints to governmental agencies (EEOC, DFEH, DLSE, etc.) and demand letters.
Contact Stephen Henry:
  • Personnel policies, handbooks, and new hire forms.
  • Employment contracts, compensation agreements, proprietary information agreements, and severance agreements.
  • Guidelines for hiring, performance management, performance counseling, employee discipline, and termination.
  • Processes for proper investigation of internal, formal and informal complaints.
  • Guidelines for legal compensation of employees, including all age and hour issues.
  • Guidelines for accommodation of disabilities.
  • Legally appropriate family and medical leave programs.


Vested Law’s litigation group includes trial attorneys who have extensive experience both in court and in their respective fields. Collectively, we also have decades of business and entrepreneurial experience. The attorneys in our group therefore understand that not every issue is worth the risk of litigation, but if an issue is worth that risk, you will need skilled representation.

Our approach is to advise our clients about the potential costs and benefits of any dispute, provide them more than sufficient information to make an informed business decision about how to proceed, and then aggressively advocate on their behalf if they choose to have us do so. While we believe that our litigation group is exceptional, we only deploy our skills if a client has an informed belief that litigation may be beneficial to them.

Contact Todd Miller:

Areas of litigation in which we have extensive experience include the following:

  • Antitrust & Competition
  • Business-to-Business Disputes
  • Intellectual Property
  • Real Estate
  • Tax Law
  • Governmental Disputes

Internet Law

The practice of Internet Law is diverse, complex, and ever evolving. We know because we have been at the forefront as owners of successful Internet business companies and as legal professionals.

At Vested, we therefore understand the issues behind starting and managing an online business including crowd funding, taxation, disabilities and site design, e-commerce issues and insurance, website contracts, copyright issues, trademark and unfair competition issues, patent protection and enforcement, trade secret issues, the Anticybersquatting Consumer Protection Act, domain name resolution, privacy issues, an online licensing issues.

As an example of our breadth, we have successfully handled nearly 120 arbitrative actions before the National Arbitration Forum and World Intellectual Property Organization involving domain names.

Contact Steven Rinehart:

Clients: (won federal ex parte TRO forcing VeriSign to strip this three-letter domain from its Chinese registrant and deliver to California corp) (won federal court transfer order in Virginia stripping this domain from its Caribbean registrant for Kentucky corp) (won domain in settlement during ACPA federal case after removing from state court and after UDRP loss) (won federal transfer order stripping this domain from its Korean registrant for New York corp) (a rare case invovling state jurisdiction in which a state court ordered VeriSign to seize and change domain registration from the Cayman Islands)

Government Law & Strategy

Vested is the rare firm that includes a former attorney general and three-term state lawmaker, whose legislative experience includes chairing a full committee dealing with public utilities and technology and passing dozens of laws.

We bring expertise and national relationships with government resource providers, including former and current state attorneys general, governors, federal cabinet members, and state and federal lawmakers, helping our clients solve political policy, legal and investigative issues across the spectrum of government issues.

Vested also has expertise in state and local government relations, having advocated for clients at all levels of state and local government. This experience gives us knowledge and abilities to handle any government issue facing our clients. We help you establish relationships with officials and staff members, educate them on issues vital to you, and help design solutions, avoiding litigation. Additionally, we have experience building interstate coalitions to engage on important legal and policy matters.

In an era where government is expanding its reach and shaping business opportunities by picking winners and losers, or embroiling companies in expensive litigation, Vested helps businesses of all sizes navigate its complex maze.

Contact John Swallow:

Areas of litigation in which we have extensive experience include the following:

  • Government Contracting
  • State Appropriations
  • Consumer Protection
  • State Compliance & Investigations
  • Policy Development, Legislation & Rule-making
  • Licensing & Permits
  • Land Use & Planning
  • Interstate Coalitions & Attorney General Advocacy
  • Government Relations & Strategy