Operating Agreements
Financing and Venture Capital
Case Studies



A business owner must act fast. There is a very narrow window to lock your technology down, bring your technology to market, and to capitalize upon it. We can help you do that... Quickly. We will meet with you, take the time to learn about your business and your goals, counsel you, form the correct entity, and then take you forward. We provide the following:

  • Counsel on structure the entity should take, formation, capital, shareholders, members, and partners;
  • Preparation of Operating Agreements and Shareholder Agreements;
  • Negotiation of real estate leases and contracts;
  • Assistance with bookkeeping and accounting;
  • Negotiation of financing and equipment lease terms;
  • Preparation of all employee and 1099 contracts to keep you legal and to make sure your innovation does not walk out the door;
  • Preparation of all NDAs, non-disclosures, confidentiality agreements, as well as all intellectual property assignments and transfers, so that your intellectual property and IP are actually yours;
  • Negotiation and preparation of all business contracts so that your revenue stream is secured;
  • Minimization of litigation, risk, and uncertainty;
  • Simplification of bookkeeping and accounting and the performance of your business so that you can focus on sales and revenue capture;
  • Helping you remain true to your brand and your mission;
  • Representation on litigation risks and actual litigation; and
  • Preparation of your business to always to maximize value at business sale.

Many of our technology clients provide software and development services to hospitals and healthcare providers. Accordingly, we are familiar with PHI (Protected Health Information), HIPAA (Health Insurance Portability and Accountability Act of 1996), HIPAA Privacy Standards, HITECH (Health Information Technology for Economic Clinical Health Act of 2009) and the regulations thereunder (including 45 C.F.R. Sections 164.308, 164.310, 164.312, and 164.316), covered entities, and Business Associate Agreements.

Operating Agreements



We prepare Shareholder Agreements and Operating Agreements, which are contracts among the shareholders or LLC members (partners) which define the rights and responsibilities of the shareholders and members, and prepare for many different contingencies, which may include death, divorce, and disability, as well as how revenue will be re-invested and distributed.

These are important considerations, because, for example, in the absence of a written provision signed by the spouse, in a divorce, a Court can award some portion of a shareholder or member’s shares to an ex-spouse, which can mean that suddenly there is a new shareholder or member who is likely not going to work in the business, may feel shortchanged and litigious, and may be fueled by anger.

In the event of death, in the absence of a properly drafted Shareholder Agreement or Operating Agreement, shares or membership of your business can also suddenly and surprisingly be in the hands of someone who is completely unprepared.

In the event of disability, in the absence of a Shareholder Agreement and Operating Agreement which directly addresses issue, the remaining shareholders or members can now be saddled with a tremendous amount of work that they did not anticipate because of the disabled shareholder’s or member’s unavailability.

As for the family of the deceased or disabled, they can be at tremendous disadvantage if the remaining shareholders or members are unscrupulous. It is important to provide for these contingencies at the outset. It is very important to have counsel prepare the Shareholder Agreement or Operating Agreement that suits the needs of your business and your family.

Financing and Venture Capital



First, the business may become successful enough on its own to not need financing. We recommend this very strongly, because early financing terms are usually very expensive and very onerous because of the high level of risk. It is often better to start small, work the business from home before leaving full employment, to be sure that the business has some opportunity of success. Clients are always pleasantly surprised when this occurs.

Second, the business may not need financing right away and, through organic growth, may develop its own revenue streams --- which can provide an opportunity for better leverage when financing absolutely is necessary. More often than not, the organic growth suggests different demands and business altogether, and shakes out members whose work interests are not aligned with the revenue goals.

Third, as sometimes happens, as time passes, the shareholders and members decide they want to move in a different direction – and they are grateful not to be bound to repayment of a loan in a business which no longer interests them.

We review financing options with you, and the documents provided by banks and private sources to determine your business’s best opportunities. Sometimes we tell our Clients to hold off, and grow the business further before taking any venture capital monies, because with growth, your business may have more leverage for better terms. VC money is very expensive money and typically has terrible and unfair terms; it is usually better to grow the business somewhat before taking on venture capital money.

Case Studies



We can assist you with your technology agreements and negotiations directed towards healthcare providers and your PHI and HIPAA matters. We have also been successful with recoveries and retractions made by insurance companies, and defending amounts demanded by insurance carriers. Here are some examples of successful projects we have done in healthcare:

  • Our Client had the opportunity to increase his practice and needed us to rapidly review and negotiate the real estate lease. We were able to get him a bargain --- we got him low rent at a premium location, early termination provisions, and terms which saved him money and protected him and his practice, all in a very short amount of time.
  • Our Client, a medical practice, brought us an equipment lease to review. We found the price and other terms to be terrible. We told our Client that this was an opportunity to get what he really wanted, and to tell us precisely what he wanted. We negotiated everything the Client wanted, got a lower price, a brand new machine, better interest rates, and something the Client had not thought about: a termination provision, and the ability, in two years, to purchase the latest model machine at a discount while trading this new machine in. The brand new machine allowed the Client to substantially increase his volume, revenue, and customer service.
  • Our Client, a new medical doctor, needed us to review his employment contract with his new employer before he signed and to help him navigate noncompetes, non-solicitations, and other restrictive covenants. We asked him to tell us what he wanted, and what he needed to protect. We were able to negotiate precisely what he needed, as well as an increase in salary.
  • Our Client, a medical practice, needed to hire a new doctor, and had made an offer to a new doctor. The new doctor, and her head hunter, had too many demands and were not at all reasonable. We advised the Client of the truth and to withdraw the offer and find someone who was more in line with the needs of the practice.
  • Our Client, a dentist, had a practice that was rapidly growing and had never incorporated. We formed an s-corporation for him, and advised him to protect his practice through employment agreements we prepared for him. After giving the new dentists a year and the opportunity to prove themselves, we later developed a shareholder agreement that was powerfully protective for him for the new dentists to begin to come into the practice as partners.
  • Our Client, a dentist, had an OSHA problem that we successfully resolved.
  • Our Client, a pediatrician, looked to purchase a pediatric practice, and utilized our Firm to negotiate the price, terms, and bank financing.
  • Our Client, a new doc-in-the-box medical practice, asked us to prepare the consulting/contractor agreements for the new, full-time, and part-time, medical staff. These agreements contained non-competition within twenty-five miles, non-solicitation of patients, protection of the patient list, and other important business considerations. Our Client’s principal physician said our Firm was the easiest law firm he had ever worked with.
  • Our Client, a medical doctor, was accused of sexual harassment in the workplace. We successfully defended the Client.
  • Our Client, a medical practice, got behind on amounts owed to vendors and suppliers, and we worked to get those amounts substantially decreased and negotiate a payment plan --- which the Client completed.
  • Our Client, a medical practice, sought to lease equipment. We were able to negotiate substantially less expensive payments and improve the terms.
  • Our Client, a dentist, had state and federal regulatory issues which we successfully navigated with the Client, and the Client was able to avoid any financial penalty.
  • Our Client, a chiropractor, needed assistance legally terminating a lease which the landlord had substantially breached, and our Client had refused to pay rent. We got the Client out of the existing lease with no penalty or additional rent, and then negotiated a new lease at a new location.
  • Our Client, a medical practice, asked us to review a software licensing agreement for software that was key to the practice. Our recommendations, which the practice adopted, were not just to amend the agreement --- we also asked for changes in the software interface to improve how the software interfaced with our Client’s requirements and practice flow. The software provider agreed and did so at no additional charge, and found the changes beneficial to the software product overall.
  • Our Client, a chiropractor, was open to new opportunities to increase the growth of his business, and utilized our Firm to protect his existing practice, and then to negotiate several leases and prepare the employment agreements for front office staff, as well as 1099 agreements for his new chiropractors and massage therapists as he began to open several new offices.

We counsel new businesses every day - especially technology and medical start-ups. Many of our technology Clients either develop new medical technology or provide software and technology to medical providers - our Clients develop disruptive technology and innovation that change the way business is done. The Fernandez Law Firm, P.C. has been recognized for excellence and has consistently won the highest awards and the highest customer approval rating from Martindale-Hubbell and for quality of service, overall value, responsiveness, and communication ability for the years 2013, 2014, 2015, 2016.