What kind of legal services do you provide?
We provide a broad range of transactional legal services, including entity formation, contract review, M&A (i.e, purchases and sales of businesses and assets), private placements and other financing transactions, commercial transactions, public company disclosure requirements and insider SEC filings, outsourced general counsel services, as well as open government advice under the Texas Public Information Act. You can find a more complete description of our practice areas here.
Do you provide any other kinds of legal services?
We focus specifically on transactional business law, securities law, outsourced general counsel services and the Texas Public Information Act. We do, however, have a network of unaffiliated lawyers with whom we regularly coordinate to provide legal services in other areas, as necessary, including employment and labor lawyers, patent attorneys, tax attorneys, among others. This gives us access to specialists in other practice areas on an as-needed basis, which we have found is often an efficient and cost-effective approach for many of our clients.
Assuming I need a transactional lawyer, why engage Rapfogel Law Firm?
There are many talented transactional lawyers both in Houston and elsewhere. However, many of the lawyers in our practice area work at larger law firms and, consequently, have higher hourly rates. While that may be appropriate for certain matters and larger corporate clients, big law firms are not always the best or most cost-effective option for many entrepreneurs and smaller to mid-sized companies and transactions.
We have the former large firm experience and training, but we started our own firm to better serve individuals, entrepreneurs, startups and middle-market companies.
We take pride in our work ethic, quality of services, and attention to detail. We are a small firm, and founding attorney Bob Rapfogel answers his own phone, return calls, and responds to every e-mail. It is never acceptable for a client to not be able to reach their lawyer. While we cannot handle every matter or serve an unlimited number of clients, the clients who do engage us receive the highest level of personal attention and focus on their matters.
Do I need a corporate lawyer to review general contracts and transaction documents?
Yes, in most instances it is advisable to have a corporate lawyer provide some level of review. A contract is a legally binding document and should be carefully reviewed prior to being signed. A well-drafted agreement helps protect you in case of later disputes, and can prevent costly litigation by providing a clearly written roadmap to help resolve issues that could arise. A good corporate lawyer will provide negotiation advice and judgment, identify significant risks, and help ensure that both the legal and business terms are accurately reflected in the contract.
What about services like LegalZoom or Rocket Lawyer? Don’t they do the same thing?
No, services like LegalZoom and Rocket Lawyer do not provide legal advice, and they are not law firms. Rather, they provide access to generic forms that you complete on your own. These forms include boilerplate terms that can often be inapplicable and problematic for your particular situation. While you can certainly use these services, in our experience, doing so can be “penny-wise and pound-foolish,” especially when you have an important matter, new business venture or significant transaction that should be done right to protect your interests down the road.
How does a corporate lawyer help in forming my new business?
A corporate lawyer, along with your tax advisor, will help determine an appropriate choice of entity (e.g., corporation, limited partnership, limited liability company, etc.) as well as the jurisdiction of formation (such as Texas or Delaware), and will also help prepare the essential company documents (depending on entity type, this will include items such as bylaws, shareholders agreements, operating agreements or limited liability company agreements, partnership agreements, organizational resolutions, equity grant documents, and the like).
If you are forming a company with a very simple structure (for example, 100% owned and managed by only you), after obtaining some general direction from your legal and tax advisors, you may be able to do most or all of the underlying formational work yourself (and save money in the process). However, in most other instances, you will likely require legal counsel to provide more “hands-on” assistance to adequately address a number of important organizational matters (which can include, among other things, buy-sell agreements and restrictions on transfer of ownership interests, when and how new shareholders/partners/members may be admitted, equity related terms including vesting schedules and voting rights, required level of approval to enter into material contracts or transactions, when and under what terms the company can be acquired (including “drag-along” and “tag-along” type provisions), employment arrangements with key personnel, inter-company agreements if there are multiple affiliated entities, and intellectual property ownership and assignments matters).
We often assist clients with issues that arise “after-the-fact”, which can result in significantly higher costs only because they did not consult a corporate attorney earlier in the process (we see this quite frequently, not only with people forming new businesses, but also those who have undertaken investments, signed business contracts, entered into “letters of intent” or “memoranda of understanding”, or otherwise engaged in important business arrangements or transactions without having consulted a corporate lawyer). Whether your new business involves matters that are simple, complex, or somewhere in between — we believe you should at least pick up the phone and always discuss with a good corporate lawyer (and your CPA or tax advisor) prior to forming, or investing in, a new business.
How much will my project cost?
Fees vary widely depending on the complexity of the matter. In most cases, we bill hourly and you are billed based on the time we spend providing services to handle your matter. In limited circumstances, if a particular project or task is well-defined, we may be able to offer a fixed or flat fee arrangement instead.
When we bill hourly, we will provide our best estimate of fees and expenses for each stage of your representation. However, actual fees and expenses can differ from estimates and are ultimately a function of many conditions over which we have little or no control. If fees and expenses are likely to exceed an estimate, we will promptly bring the matter to our client’s attention to discuss and, if applicable, adjust the scope of work prior to incurring those additional costs.
How do I get started?
The first step is to send us an e-mail (at firstname.lastname@example.org) or call us (at 832.408.6400) to schedule an initial consultation.
Prior to the consultation, we will send you an initial consultation agreement along with a questionnaire to help us determine if any potential conflicts of interest exist (for example, if we already represent another party involved in a transaction). Assuming there are no conflicts of interest, if you choose to retain our firm following the initial consultation, we will send you an engagement letter that — once signed — will establish our firm’s representation of you or your company.
We welcome your emailing or calling us anytime to inquire about whether we can help with your matter. Please note, however, that we have not agreed to represent or render any legal advice to you or your company by virtue of your having visited this website, or by our responding (or not responding) to an email or other correspondence from you. Therefore, our law firm has no attorney-client relationship or duty to you or your company, unless and until we confirm there are no conflicts of interest and an initial consultation agreement and/or formal engagement letter has been signed.