Our Services

Commercial contracts

VistaLaw lawyers all have extensive experience in the negotiation, drafting and review of all varieties of commercial contracts.  Our contract support services to small and large businesses include:

  • Drafting and negotiating customer and vendor agreements, licenses, non-disclosure agreements, joint ventures, strategic alliances, infrastructure and outsourcing transactions
  • Reviewing and assessing existing contract forms, compliance practices, and contract processes and recommending improvements
  • Developing new standard form agreements and contract processes
  • Creating and implementing contract and compliance training for business teams
  • Performing contract compliance audits
  • Implementing best practices for contract drafting, negotiation, monitoring and review


Software licenses and distribution arrangements

Software companies are increasingly relying on business partners to support their sales, service, development and marketing functions. These business relationships, or alliances, need to be supported by a sound legal framework that protects the company while providing the business with sufficient flexibility to execute. VistaLaw can help establish all of the elements of this framework by providing legal and consulting services to structure corporate business partner relationships to deliver value, align business partner agreements and corporate strategy, create a legal infrastructure for your partner/channel programs, and limit potential liability exposure inherent in business partner agreements. VistaLaw can also create new business partner agreements, software licenses and distribution agreements (or review and revise existing ones), negotiate agreements with customer and business partners, and train key resources on how to negotiate license and alliance agreements.


International mergers and acquisitions

The VistaLaw team includes a number of seasoned M&A lawyers.  For certain matters, we can serve as your primary M&A attorney and handle all the drafting and negotiating.  For large projects, we can support (or serve as) your in-house M&A team by carrying out the critical internal legal function necessary to coordinate those efforts.  Our experience in this area includes:

  • Developing M&A strategy and roadmap
  • Identifying and negotiating with acquisition targets as well as potential acquirors
  • Performing due diligence
  • Drafting M&A documents and closing transactions
  • Managing outside counsel, including review of legal invoices
  • Assisting with post-completion actions and integration of businesses


US Foreign Corrupt Practices Act (FCPA) compliance audits and training

With corporate conduct receiving increasing scrutiny from legislators, regulatory bodies, shareholders, and the press, no organization can afford to overlook public demands and legal obligations to conduct its business in an ethical manner. When even the smallest companies are going global in this “flat” world, they must be aware of the applicable legal rules, whether it is the U.S. Foreign Corrupt Practices Act or any number of similar laws enacted around the globe targeting corruption and promoting transparency. VistaLaw attorneys have extensive experience with helping global companies establish programs on business ethics and compliance. We can conduct audits of your current practices and policies, identify risks of violations of the FCPA and other applicable laws, recommend and implement improvements, and develop legal and business team training on ethical business practices and conduct.


Corporate governance

VistaLaw can help improve your internal corporate governance structures and processes by providing any or all of the following:

  • Conducting pre- or post-acquisition audits of governance policies and practices of acquired (or target) entities
  • Creating corporate governance manuals setting out governance principles, the roles of the directors and management, and best practice policies consistent with relevant legal requirements (e.g.,  US Sarbanes-Oxley Act)
  • Acting as company secretary
  • Developing and conducting live or online training in good corporate governance practices customized for board members, senior executives, and employees
  • Providing compliance support with respect to data protection, employment, immigration, and other legal obligations


“Virtual general counsel” support

For growing businesses that have not yet hired a general counsel or need to fill a general counsel spot quickly during an interim period, VistaLaw can step in and review your existing contract forms and processes, negotiate major customer and supplier agreements, and advise on strategic matters. We can also provide recommendations on how and whether to establish an in-house legal function. As we understand the need for cost certainty in any business, particularly a small or start-up business, we can provide our VGC services at a fixed daily or weekly rate.


Lawyer secondment services

VistaLaw attorneys are available on a project or secondment basis, whereby our people work alongside and as a complement to a client’s business and legal teams. This service might be especially attractive to clients that already have a legal team, but need additional or specialized support for a particular project or for a defined period of time. As VistaLaw’s attorneys all have in-house legal experience with global companies, we can hit the ground running.


Intellectual property protection and audit

It has been estimated that approximately three-quarters of a typical company’s assets are intangible assets. In the high-tech/software sector, that percentage is even higher. As intellectual property becomes an increasingly valuable component of a company’s assets, it is imperative that these assets be protected, tracked, valued and (as appropriate) monetized. VistaLaw lawyers all have extensive backgrounds in dealing with IP issues in the technology, media and telecom sectors. We can not only help protect your company’s IP against unauthorized use by third parties, but also assist in making sure that you realize the full value of your IP “crown jewels.”


Export controls and licensing

VistaLaw assists its clients in navigating the export control programs that the U.S. and other governments administer for the purpose of controlling the transfer of goods, technology, software, services and information to foreign destinations and foreign nationals.  We first determine what export controls may be applicable, and if export licenses are required, work expeditiously to obtain them.


Structured financing in infrastructure investment transactions

VistaLaw attorneys advise banks, financial institutions, project sponsors, governmental entities, equity investors, infrastructure funds and multilateral and bilateral agencies in connection with the development, financing, operation and acquisition and disposition of industrial and infrastructure facilities involving a wide variety of complex financing structures.


Lobbying and foreign agents regulation

VistaLaw helps its clients meet the challenges of complying with lobbying and foreign agent registration and reporting laws such as the Lobbying Disclosure Act and the Foreign Agents Registration Act, which govern certain types of communications with public officials.


Financial products and markets support

Our areas of practice in the areas of financial products and markets include:

  • Lending transactions, including asset-backed financing, structured acquisition financing, project financing, securitizations, factoring, leasing and syndicated loans
  • Cash pooling arrangements
  • Insurance products and transactions such as loss buy-outs, credit insurance and portfolio sales
  • French-law asset management structures (OPCVMs) and agreements such as management contracts, securities lending agreements and custody arrangements
  • Regulatory matters such as bank and insurance licensing, marketing financial products and services via the internet, defending disciplinary proceedings and compliance with anti-money-laundering and fraud regulations and
  • Acquisitions and divestitures of regulated activities, including through outsourcing