Counsel for operators.
We work with founders, partners, and small-to-mid-sized businesses in Delaware, NJ, and PA. The bench includes commercial litigation, real estate, corporate formation, and director and officer liability.
Contracts
Most business pain comes from contracts that were never going to work. We draft and review the kind that actually do — clear, enforceable, jurisdiction-aware. Vendor agreements, MSAs, NDAs, employment, non-competes, licensing, sublease agreements, scope-of-work documents.
If you've already received a contract from a counterparty, we'll mark it up the same week — usually next-business-day on standard agreements. Our redlines are designed to be accepted, not to start a fight.
Entity formation
The right entity at the right time saves taxes and litigation later. We help founders pick between LLCs, S-corps, and traditional corporations based on tax posture, capital structure, and exit plans. Operating agreements and shareholder agreements get particular attention — they're what governs the day someone wants out, dies, or sues.
- Federal EIN and state registrations
- Operating agreements and bylaws
- Capital tables and equity grants
- Founder agreements (vesting, IP assignment, non-compete)
- Multi-state qualification when expanding
Outside general counsel
For companies that aren't ready for a full-time GC but need more than a transactional relationship with a law firm, we offer a flat-rate outside general counsel arrangement. You get a designated attorney on call for the day-to-day questions: contract review, employee issues, IP scope, insurance interpretation, vendor disputes.
Commercial litigation
Some disputes can't be settled in a redline. Kevin Shaw has more than 10 years of Delaware Bar experience including bankruptcy litigation, commercial litigation, First Amendment matters, and director and officer liability. When a deal goes bad and someone needs to go to court, we go.