Justinian B. S. Koenings

JB works with and advises clients on a wide range of business law matters, including form of entity selection and initial capitalization, raising funs through private equity offerings, securities compliance and broker/dealer matters, mergers and acquisitions, contract preparation and negotiation, and software, technology, and IP matters.

Startups, early stage, and emerging growth companies
• Business entity selection and formation
• Governing documents tailored to a concrete funding and capitalization plan
• Equity structuring tied to your goals
• Private placements, preferred stock offerings, Regulation D and other exempt offerings, convertible notes, warrants, grants, stock option plans, restricted stock agreements
• Angel, venture, private equity advice

Securities
• State and Federal securities laws advice
• Broker/dealer and investment advisor advice
• Regulatory compliance
• Insider, fraud, and violation advice
• 10b5-1 and 10b-18 insider trading and stock repurchase program compliance

Mergers & Acquisitions
• Asset sales/purchases
• Statutory mergers, reverse merges, triangular mergers
• Stock deals

Software, Technology, & IP Agreements
• Intellectual property assignments and work-for-hire agreements
• Intellectual Property License Agreements
• Software Licenses (On Premise, Hosted, and Software as a Service (SAAS) Agreements)
• End User License Agreements (EULA)

General Business
• Operating agreements, partnership agreements, shareholder agreements, articles of organization, articles of incorporation
• Contract review and drafting
• Phantom stock plans
• Restrictive covenants, confidentiality agreements, NDAs, non-competes

Mr. Koenings has the following admissions:

• State Bar of Wisconsin
• United States District Court for the Eastern District of Wisconsin
• United States District Court for the Western District of Wisconsin