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Brian F. Faulkner, APLC
27127 Calle Arroyo, Suite 1923
San Juan Capistrano, CA 92675

Phone: (949) 240-1361
Fax: (949) 240-1362

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Firm Overview

The Law Offices of Brian F. Faulkner (aka Brian Faulkner, APLC) is located in San Juan Capistrano, California.  We offer clients a unique combination of affordable, legal insights and practical solutions. While we represent established public and private companies nationwide and internationally, we also model our law firm around helping start-ups and entrepreneurs looking for an alternative to the big law firms.

The practical guidance and advice we offer our clients stems from our own experience in the business world.  We leverage such experience to offer clients appropriate options to meet their goals.  We maintain a realistic and pragmatic business perspective, emphasize avoiding problems that can be foreseen, and work quickly to resolve ones that already occur.

We are lean by design.  We have stripped out large overhead costs that often result in larger billing fees (i.e. expensive office space, large support staff, and young, inexperienced attorneys).  We understand that clients are often cost-sensitive and appreciate not having to pay their attorneys for needless overhead and overstaffed projects.  It is in this spirit of balancing cost and service quality that we distinguishes our firm from other law offices.  We offer clients:

  • Direct contact with an experienced, senior attorney on every matter
  • In-depth understanding of client's businesses so as to provide advice, not just legal services
  • Practical analysis of available alternatives to best address the problem
  • Efficient use of law firm resources
  • Utmost integrity and commitment to staying abreast of new developments and changes relating to corporate and securities law matters
We provides a broad range of securities and corporate legal services, which can be divided into three general categories:

1) SECURITIES LAW MATTERS

Securities law matters are the core of our business.  Securities reporting and compliance issues are complex and require experienced lawyers to protect business interests and limit liability risks.  Indeed, non-compliance with applicable securities laws could result in serious adverse consequences, including a right of rescission for the securityholders (i.e. the right to get their money back plus interest), injunctive relief, fines and penalties, and possible criminal prosecution.  We assist our clients in securities-related matters such as:

  • SEC and state securities law filings and compliance
  • Stock purchase agreements, subscription agreements and "accredited investor" documentation
  • Securities law audits and rescission offers
  • Seed financings
  • Angel and venture capital financings
  • Debt financings
  • Private placements, including drafting private placement memoranda and related documentation
  • Crowdfunding
2) GENERAL CORPORATE MATTERS

Many startups and other clients retain us to act as their "outsourced in-house counsel".  This arrangement has three principal benefits: (1) we develop an in-depth familiarity with our client’s business, culture and legal needs; (2) we maintain a long-term relationship, which facilitates efficiency of service; and (3) we become an integral part of our client’s management team.  The specific general corporate services we provide include:

  • Startup counseling
  • Formation of corporations, LLC’s and other entities, and preparation of related documentation
  • Restricted Stock Purchase Agreements and other founder agreements
  • IP agreements, including IP assignment agreements, licensing agreements, confidential information and inventions assignment agreements, and terms of service/use and privacy policy
  • Stock option plans and related documentation
  • Commercial contracts, including services agreements, partnering agreements, employment/consulting agreements, vendor/supplier agreements and reseller agreements
  • Structuring of equity ownership, including vesting issues
  • Corporate governance, including board of director matters and stockholders/voting agreements
3) CORPORATE TRANSACTIONS

We recognize that each client operates differently and has unique business needs, and therefore, we make sure that each client obtains the necessary services that are specific for its own implementation, operation, and success.  As a company forms and continues to grow, its business needs, customers, technologly, and industry will evolve.  We work with clients to understand how these important aspects play in their day-to-day operations.  We keep them in mind when working with clients to achieve both short and long-term business goals.

  • Angel and venture capital financings
  • Mergers & acquisitions
  • Restructurings and recapitalizations
  • Joint ventures, strategic alliances, and other partnering transactions
  • Debt/loan transactions
  • Divestitures and dispositions
  • Leveraged buy-outs and sale of business
For a more detailed, comprehensive listing of our service offerings, please refer to our practice areas.