Letter of Intent — preliminary, mostly non-binding document outlining key deal terms before drafting the definitive purchase agreement.

Practice Area

Business Law & M&A

Direct consultations in 한국어, 中文, and English — no interpreters.

Entity formation, mergers and acquisitions, shareholder agreements, joint ventures, commercial contracts, financing, and ongoing general counsel for Korean-American founders, family-owned businesses, and US-Korea cross-border ventures.

Call (201) 461-0031 Request Free Consultation

NJ · NY · DEEntity Formation

$1M – $50M+Deal Range

EN · KODirect Communication

01 · Our Team

Founder-Led Business Counsel

Business and M&A matters need both legal precision and commercial judgment — from entity selection at formation, to deal structuring on acquisitions, to ongoing general counsel as the business grows. Song Law Firm’s business practice is led directly by the founding member with bilingual capacity in English and Korean.

Joseph D. Song

Founding Member

Admitted in NJ, NY, TX, GA. Counsels Korean-American founders and family-owned businesses on entity formation, M&A, shareholder agreements, joint ventures, US-Korea cross-border deals, and ongoing general counsel. Fluent in English and Korean.

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02 · Practice Scope

What We Handle

End-to-end business support — formation, contracts, transactions, succession.

Entity Formation

C-Corp, S-Corp, LLC, partnership formation in NJ, NY, DE. Operating agreements, bylaws, founder equity allocation, S-election, EIN setup.

M&A & Sales

Stock and asset purchases, LOI and term-sheet negotiation, due diligence, purchase agreements, indemnification, reps & warranties, escrow, earn-outs, post-closing integration.

Shareholder & Partnership Agreements

Founder agreements, buy-sell clauses, drag/tag-along, ROFR, vesting, dispute resolution, deadlock provisions, exit mechanics.

Joint Ventures & Strategic Alliances

JV structure design, governance, IP contribution, profit split, termination triggers. US-Korea cross-border JV common.

Commercial Contracts

Master services agreements, supply, distribution, license, NDA, vendor and customer contracts, terms of service, software SaaS agreements.

Financing & Capital Raise

SAFE, convertible note, seed and Series A documentation, Regulation D private placement, foreign investor structures, Korean-American angel/family-office deals.

General Counsel

Ongoing outside counsel for HR documents, employment offers, contractor agreements, equity grants, regulatory compliance, board minutes, annual reports.

Business Succession & Exit

Buy-sell agreements, key-person life insurance funding, ESOP basics, family succession planning, sale prep, valuation prep.

03 · Critical Window

Timing Matters in Business Law

Three timing decisions that shape long-term value.

Before Formation

Choose entity type, jurisdiction, and equity split before incorporation. Changing structure after founders disagree or take outside investment is costly and tax-inefficient.

Before Disclosure

Sign mutual NDA before sharing financial or operational data with prospective buyers, partners, or investors. Pre-disclosure is irreversible.

Before Closing

Complete legal, financial, and IP due diligence before closing a sale or acquisition. Post-closing claims for misrepresentation are litigated for years.

04 · Results

Representative Outcomes

Selected matters reflecting formation, M&A, and counsel work.

$12M Asset Sale

Sale of Korean-American restaurant group to private equity buyer — purchase agreement, asset assignment, employee transition, escrow, earn-out structure.

Series A Closing

Series A preferred stock issuance for NJ technology startup, including investor rights agreement, voting agreement, and ROFR/co-sale agreement.

Cross-Border JVUS-Korea joint venture for product distribution, including IP contribution, governance, profit split, and termination triggers.

Family Business Succession

Multi-generation transition of family-owned business via buy-sell agreement, life insurance funding, and gradual equity transfer to next generation.

05 · Questions Answered

Common Business Questions

Should I form an LLC or a corporation?

It depends on tax goals, investor expectations, and exit strategy. LLC: pass-through tax, flexible structure, fewer formalities. S-Corp: pass-through tax, but stricter eligibility. C-Corp: required for VC/Series A investment and standard for tech startups planning institutional capital raise.

Should I incorporate in Delaware or New Jersey?

Delaware for tech startups planning institutional investment (familiar law, investor-preferred). NJ for small or family businesses operating exclusively in NJ (avoids dual registration costs and annual franchise tax in DE).

What is an LOI?

Letter of Intent — a preliminary, mostly non-binding document outlining key deal terms (price, structure, timeline, exclusivity) before drafting the definitive purchase agreement. The exclusivity, confidentiality, and breakup fee provisions are typically binding.

Do I need a shareholder agreement?

Yes — for any business with two or more owners. Default state law rarely matches what founders actually intend. Buy-sell, drag/tag-along, deadlock, ROFR, and exit provisions prevent costly disputes when relationships change.

What is due diligence in M&A?

Pre-closing investigation of legal, financial, tax, IP, employment, and regulatory issues at the target. Findings shape the definitive purchase agreement (price adjustments, reps & warranties, escrow, indemnification).

What are reps and warranties?

Seller statements about the business (financials, contracts, employees, IP, litigation, compliance) in a purchase agreement. Breach of reps can lead to indemnification claims post-closing. R&W insurance is increasingly common to cover this risk.

How do I structure a SAFE or convertible note?

SAFEs and convertible notes are early-stage instruments converting to preferred stock at a later financing. Key terms — valuation cap, discount, MFN, qualified financing threshold — shape founder dilution. Standard YC SAFE forms are starting point but Korean-American family deals often need modifications.

How do I sell my business?

Pre-sale: clean books, contracts, IP chain of title, employee documentation. Sale process: NDA → LOI → due diligence → purchase agreement → closing → integration. Asset sale vs stock sale impacts tax treatment significantly.

Can I retain US-Korea cross-border counsel?

Yes. Korean-American founders frequently structure US-Korea JVs, parent-subsidiary arrangements, and cross-border M&A. Tax treaty, withholding, foreign investor restrictions, and CFIUS review (for certain industries) are key considerations.

How much does business counsel cost?

Entity formation and basic agreements are typically flat fee. M&A and financing transactions are hourly with retainer. Ongoing general counsel is monthly retainer or hourly. Initial consultations are free.

06 · Service Area

Where We Serve

From our Fort Lee headquarters, we represent business clients across NJ, NY, and US-Korea cross-border matters.

NJ & NY

Fort Lee, Palisades Park, Englewood, Hackensack, Paramus, Hoboken, Jersey City. Manhattan, Queens (Flushing), Brooklyn, Long Island, Westchester. NJ Superior Court, NY Supreme Court Commercial Division.

US-Korea Cross-Border

Cross-border M&A, JV, distribution and licensing, foreign investor structures, parent-subsidiary establishment for Korean-American businesses.

Office: Parker Plaza, 400 Kelby St, 19th Floor, Fort Lee, NJ 07024.

07 · Recent Articles & Columns

Business Law Articles

Recent columns and updates on business formation, M&A, and corporate counsel from Song Law Firm.

08 · Success Stories

Recent Business Matters

Selected business and M&A outcomes from Song Law Firm.

09 · Get in Touch

Build the Right Foundation.

Free initial consultation. Direct counsel in Korean, Chinese, or English. No interpreters, no second-line staff — senior attorney on your matter from day one.