Joseph R.

I help founders, investors, fund sponsors, and established companies buy and sell businesses, raise capital, form funds and joint ventures, and negotiate the agreements that protect their transactions.

I am a New York- and Texas-licensed corporate attorney, former senior associate at Clifford Chance and Thacher Proffitt & Wood in Manhattan, and Top Rated Plus on Upwork. During more than 20 years in practice, I have worked on over $100 billion in domestic and cross-border transactions involving startups, private and public companies, investment banks, private equity sponsors, and investment funds.

Clients engage me for sophisticated legal drafting and analysis combined with direct attention, practical business judgment, responsiveness, and cost-conscious execution. My JD/MBA background enables me to evaluate legal provisions in their commercial context—not merely explain what the contract says.

M&A AND BUSINESS TRANSACTIONS

• Buy-side and sell-side acquisitions
• Asset purchase agreements, stock purchase agreements, and membership interest purchase agreements
• Letters of intent, term sheets, due diligence, disclosure schedules, and closing documents
• Earnouts, rollover equity, escrows, indemnification, and purchase-price adjustments
• Founder and member buyouts, business separations, and succession transactions
• Domestic and cross-border M&A

SECURITIES AND CAPITAL RAISING

• Rule 506(b) and 506(c), Regulation D, Regulation S, Regulation A, and Regulation CF offerings
• Private Placement Memoranda (PPMs), subscription agreements, investor questionnaires, risk factors, and offering materials
• SAFEs, convertible notes, promissory notes, bridge notes, and warrants
• Form D filings, Blue Sky compliance, and offering-process advice
• Securities-law review of pitch decks, websites, investor communications, and placement arrangements

FUNDS, SPVs, AND JOINT VENTURES

• Private funds, real estate funds, special-purpose vehicles, and project joint ventures
• LLC operating agreements, subscription documents, investment agreements, and governance provisions
• Distribution waterfalls, sponsor economics, management compensation, and investor protections
• Investment Company Act and related structural considerations

CORPORATE AND COMMERCIAL COUNSEL

• Company formation, capitalization, shareholder agreements, and operating agreements • Board, shareholder, and member consents; governance policies; and corporate records • Customer, vendor, services, licensing, confidentiality, and independent-contractor agreements • Contract drafting, review, negotiation, and risk analysis • Outside general counsel and strategic advice to founders, executives, and boards