TKA Law Firm

TKA Law Firm We put Wall Street knowledge to work for you.®

Assisting with business transactions & IP.

We advise on a variety of matters ranging from formation to exit, including everyday contracts, venture capital financings, mergers and acquisitions (M&A), as well as trademarks, including choosing a business name and ensuring the name is available and ultimately owned and protected. Shakera Thompson, Principal Attorney
Mailing Address: 244 Fifth Avenue, Suite E128, New York, NY 10001

05/26/2026

An inbound LOI tends to read like the start of a conversation. The exclusivity, diligence access, and confidentiality sections often operate more like the rules of the deal process.

A "nonbinding" header on an LOI usually describes the purchase obligation, not the process terms underneath it. Exclusivity can foreclose parallel conversations. Diligence access can open the company's files on a timeline set by the other side. Confidentiality can survive long after the deal does not.

𝗕𝗲𝗳𝗼𝗿𝗲 𝘀𝗶𝗴𝗻𝗶𝗻𝗴 𝗼𝗿 𝘀𝘂𝗯𝘀𝘁𝗮𝗻𝘁𝗶𝘃𝗲𝗹𝘆 𝗲𝗻𝗴𝗮𝗴𝗶𝗻𝗴, 𝗰𝗼𝗻𝘀𝗶𝗱𝗲𝗿 𝘁𝗵𝗲 𝗟𝗢𝗜 𝗦𝗰𝗿𝗲𝗲𝗻:

- Valuation structure, including earnout and rollover assumptions
- Exclusivity terms, including length and scope
- Diligence access, including what opens and on what timeline
- Confidentiality, one-way or two-way, and what survives
- IP assumptions the buyer is making about what the company owns
- Process timeline, including signing target and approvals

TKA Law Firm provides fractional general counsel to companies evaluating inbound LOIs, acquisition feelers, and strategic-investor introductions, with M&A and Wall Street transactions experience to read the early terms for business posture and legal effect. Leverage tends to narrow once exclusivity or diligence access is accepted. More on our website.

General information only, not legal advice. Prior results do not guarantee similar outcomes.

05/19/2026

In diligence, a "HIPAA-compliant" line on the homepage is read against the contract. If the contract does not require the company to maintain HIPAA compliance, the question stops being whether the website is accurate and starts being whether the company can actually back the claim when someone with leverage asks.

The claims that tend to draw this kind of follow-up in investor, acquirer, enterprise customer, or strategic partner diligence are usually certifications named on the website (SOC 2, HIPAA, PCI-DSS), service-level language ("24/7 support," "fully managed"), and "proprietary platform" framing where third-party licenses are underneath core functionality.

𝗟𝗲𝘃𝗲𝗹 𝘀𝗲𝘁 𝗯𝗲𝗳𝗼𝗿𝗲 𝗱𝗶𝗹𝗶𝗴𝗲𝗻𝗰𝗲:
• If they treat this sentence as a promise, what is the company on the hook for
• Do the contract, the compliance, and day-to-day say the same thing, or something narrower
• If narrower, can the claim be tightened to match what the company actually does, or does the company need to shift operations to back the claim

TKA Law Firm provides fractional general counsel to companies making the judgment calls diligence tests. More on our website.

General information only, not legal advice. Prior results do not guarantee similar outcomes.

05/12/2026

A contract that is internally consistent can still generate a list of diligence follow-ups. Sometimes, before the agreement was opened the cap table, the assignment summary, and the one-pager already told the reviewer a version of the company, and the agreement is now being checked against that version.

𝘈𝘯 𝘦𝘹𝘢𝘮𝘱𝘭𝘦 𝘰𝘧 𝘩𝘰𝘸 𝘵𝘩𝘢𝘵 𝘤𝘩𝘢𝘯𝘨𝘦𝘴 𝘵𝘩𝘦 𝘳𝘦𝘢𝘥 𝘰𝘧 𝘢𝘯 𝘰𝘵𝘩𝘦𝘳𝘸𝘪𝘴𝘦 𝘤𝘭𝘦𝘢𝘯 𝘢𝘨𝘳𝘦𝘦𝘮𝘦𝘯𝘵:

The cap table lists every founder, employee, and contractor with equity, options, or a vested interest. The IP and contractor assignment summary lists every person whose work product the company claims to own. When a contributor's name appears on the cap table but not the assignment summary, or vice versa, the reviewer's question usually goes one of two ways: (1) whether a contributor the company depends on was ever brought into the assignment paperwork, or (2) whether a name on the cap table is someone whose equity came with work product the company is now using.

𝗧𝗵𝗲 𝗥𝗲𝗮𝗱 𝗕𝗲𝗳𝗼𝗿𝗲 𝘁𝗵𝗲 𝗥𝗲𝗮𝗱:

• Anyone holding equity for work they did (founder, early employee, advisor paid in equity for deliverables) who is not in the IP and contractor assignment documents
• Anyone whose work the company depends on today (engineer, designer, key contractor) who never signed an assignment
• Anything the one-pager or deck describes the company as selling that the customer terms do not address

TKA Law Firm provides fractional general counsel to companies preparing for investor, acquirer, or enterprise customer review, including deciding the right approach for inconsistencies, with judgment grounded in Wall Street transactions experience. For Q2 procurement, financing, or diligence cycles already on the calendar, get started on our website.

General information only, not legal advice. Prior results do not guarantee similar outcomes.

05/05/2026

A short early-stage agreement can include a priority arrangement, such as exclusivity, territory, right of first refusal, or most-favored-nation, that keeps affecting a current move long after the document was signed.

Reading the document reveals what is legally available. The read usually produces three paths, ranging from working within the document as written to changing the document to letting it run its course. Choosing among them is a judgment call. It depends on what else is on the company's calendar, including upcoming financing or sale activity, and other counterparty relationships.

TKA Law Firm provides fractional general counsel as continuous counsel across the business, with Wall Street transactions experience to provide input on options when an early priority arrangement affects a current move.

For companies with an early priority arrangement that may impact a current move, an introductory conversation may be useful.

General information only, not legal advice. Prior results do not guarantee similar outcomes.

04/28/2026

A representation in a signed agreement is a short statement of fact the company stood behind at the time of signing. In many commercial, partnership, and investor agreements, a set of those statements keeps binding the company for as long as the agreement is in effect.

𝗥𝗲𝗽𝘀 𝘁𝗵𝗮𝘁 𝗴𝗲𝘁 𝘁𝗲𝘀𝘁𝗲𝗱 𝗳𝗶𝗿𝘀𝘁 𝘄𝗵𝗲𝗻 𝗼𝗽𝗲𝗿𝗮𝘁𝗶𝗼𝗻𝘀 𝗰𝗵𝗮𝗻𝗴𝗲:

• Regulatory or compliance statements that fit the product scope at signing
• Insurance categories that fit the company at signing
• IP ownership and chain-of-title statements that fit the work product at signing

When an agreement comes up for renewal, a partner escalates a question, or an investor or acquirer opens early diligence, the standing reps are usually one of the first places a reviewer looks.

TKA Law Firm provides fractional legal services to companies, including reviewing reps against current operations, particularly for companies whose late-2024 or 2025 signed agreements are now entering their first real review cycle through renewals, expansions, or early diligence conversations. For an introductory conversation about active signed agreements approaching a review cycle, get started on our website.

General information only, not legal advice. Prior results do not guarantee similar outcomes.

04/21/2026

Security teams answer questionnaires fast because the deal is waiting. The contract and the website usually get updated on a slower schedule, or not at all. On the first questionnaire, the gap is usually invisible.

By the third or fourth time the same answers get reused, a procurement team is reading the questionnaire while redlining the MSA the company sent over, and an investor or acquirer is comparing the questionnaire against what the website actually says.

𝗧𝗵𝗿𝗲𝗲-𝗱𝗼𝗰𝘂𝗺𝗲𝗻𝘁 𝗰𝗵𝗲𝗰𝗸:

• What the completed questionnaire commits to
• What the MSA says about the same point
• What the website says
• For sections that do not match, which document should be updated

TKA Law Firm supports growing businesses as outside general counsel, which includes aligning agreements and website language with the commitments already made in security questionnaires.

For teams heading into an enterprise sales cycle or investor review, an introductory conversation may be useful. More on our website.

General information only, not legal advice. Prior results do not guarantee similar outcomes.

04/14/2026

As a business takes on more sensitive customer data, generic contract language may be doing less work than expected. Treating contact details and proprietary IP the same can slow down investor or customer review.

𝗗𝗮𝘁𝗮 𝗦𝗲𝗻𝘀𝗶𝘁𝗶𝘃𝗶𝘁𝘆 𝗥𝗲𝘃𝗶𝗲𝘄:
• Contact information: basic privacy statements and limited use
• Higher-risk data: regulatory compliance and audit rights
• Proprietary IP: confidentiality, ownership, and licensing boundaries

TKA Law Firm helps growing businesses adjust contracts and policies as data exposure grows, so readiness keeps pace with the work. Visit our website for a focused review before expansion surfaces issues. General information only, not legal advice. Prior results do not guarantee similar outcomes.

04/07/2026

A business can be doing real work and still be difficult to review when the documents, approvals, and business decisions do not tell one clear story.

That usually shows up when the documents exist, but the answer to a basic follow-up question is buried in detail, split across records, or hard to explain without retelling the whole story.

That matters when investors, acquirers, larger customers, or serious partners start looking more closely.

𝗖𝗹𝗮𝗿𝗶𝘁𝘆 𝗨𝗻𝗱𝗲𝗿 𝗦𝗰𝗿𝘂𝘁𝗶𝗻𝘆:
• Can the issue be explained in three sentences or less?
• Does the explanation match the agreement, the approval, and how the business actually handles it?
• Would that answer likely satisfy a first review, or invite more follow-up questions?
• If more follow-up is likely, is the problem unclear drafting, a real exception, or a business position that is still not fully settled?

This is often the point where TKA Law Firm’s work becomes especially useful, when contracts, trademark-related decisions, and day-to-day business positions need to read as one clear story before scrutiny gets heavier. That intersection of business and IP is where clearer explanations can make a meaningful difference.

For businesses that need clearer explanations of key positions before review becomes more serious, contact our firm for focused review and support.

General information only, not legal advice.

03/31/2026

Quarter-end is often where a business realizes how much still depends on memory.

A quarter can be productive and still leave important decisions floating. The team knows how a term usually gets handled. Someone remembers what a partner can use. A business promise was worked out once, but never documented in a way the company can rely on.

A practical first-quarter review asks a different question: what now needs to be written down, updated, or formalized before Q2 adds more speed and more exposure?

𝗪𝗵𝗮𝘁 𝗻𝗲𝗲𝗱𝘀 𝘁𝗼 𝗯𝗲 𝗹𝗼𝗰𝗸𝗲𝗱 𝗶𝗻 𝗯𝗲𝗳𝗼𝗿𝗲 𝗤𝟮?
• What required repeated answers in Q1?
• What is the default answer now?
• Where should that answer live?
• What needs legal cleanup to support it?

TKA Law Firm supports growing businesses with commercial contracts, brand and trademark-related matters, and the day-to-day business decisions that need to hold up beyond one conversation.

A quarterly legal review can help move those decisions into the contracts, permissions, and operating documents that support the next stage of growth.

General information only, not legal advice.

03/24/2026

A working relationship can outgrow its original terms without anyone meaning for that to happen.

What began as straightforward support may later involve customer-facing work, brand use, or access to more sensitive parts of the business than the original terms were built to cover.

𝗥𝗼𝗹𝗲 𝗗𝗿𝗶𝗳𝘁 𝗥𝗮𝗱𝗮𝗿:

• Has the role expanded beyond the original scope?
• Is the role now handling new data, materials, or sensitive business information?
• Does the agreement need tighter limits for the role as it exists today?

Once the role has moved beyond the original terms, the agreement may no longer be keeping pace with the work it is supposed to support. That is usually when it is time to clarify what changed, what now needs boundaries, and whether the agreement still fits the work.

If this sounds familiar, contact our office to get started.

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