GENERAL COUNSEL SERVICES

We offer outside general counsel services to our clients who do not have in-house lawyers. Our general counsel services focus on the following core services required by entrepreneurial clients:

• Corporate governance

• Venture capital; equity and debt financings

• Distribution models, including licensing, OEM and VAR arrangements, development and manufacturing agreements, and other similar agreements related to direct and indirect product development, selling and distribution

• Mergers and acquisitions

• Strategic transactions

• Executive compensation, including option plans and restricted stock agreements

• Employment matters generally, including hiring, retention and termination

• Ordinary course contracting

Like good in-house counsel, we work with each client to understand its business model and industry in order to provide customized service targeting each client's unique needs and available resources.

An important additional feature of The Yocca Law Firm's general counsel services is our ability to draw on our extensive, established network of outside legal specialists to assist our clients in key areas where deep knowledge of particular subspecialties may be required. Key examples are our relationships with specialists in international law, patent prosecution in a wide variety of technical fields and complex tax and ERISA matters.

We coordinate with these specialists and the client on a case by case basis to manage projects in the manner each client prefers. In multi-disciplinary projects, such as M&A transactions or international technology licensing and distribution, these specialists most often work as part of our team. From the client's point of view in these situations, the specialist's role is transparent - we manage the project and integrate the specialist's advice and work product in the overall service the client receives. In other situations where discrete specialty help is needed, we assist clients in identifying and retaining a qualified specialist from our network of relationships. In these circumstances, clients may choose to have us manage the specialty projects as part of its general counsel services or they may choose to manage projects themselves, as they wish. In all cases, access to our network of legal specialty firms is available to our clients.