Jessica Ann Benford

Shareholder

emailjbenford@rcalaw.com
phone602.440.4866
fax602.257.6966
Legal Secretary: Sharon Ferraro
emailsferraro@rcalaw.com

Biography

Jessica helps local entrepreneurs, start-ups, business owners, established companies and financial institutions navigate significant issues related to formation, governance, financing, compliance and intellectual property. Jessica is committed to understanding her clients' business goals and challenges in order to deliver responsive solutions.

Entity Selection and Formation. Jessica has extensive experience analyzing the benefits of business entity types to empower clients to select the legal entity best suited for their particular goals or transactions. She frequently prepares organizational documents including Bylaws, Shareholder Agreements, Buy/Sell Agreements, Operating Agreements, Partnership Agreements and related formation documents. She also assists clients with structuring and maintaining complicated organizational structures for various purposes, including protection from liability, isolation from certain risks, and preparation for business combination transactions.

Her representative matters include:

  • Coordinating entity formation for foreign clients in connection with tax considerations.
  • Preparing complex Operating Agreements for limited liability companies with one or more classes of investors.
  • Structuring Buy/Sell Agreements to address continuity of ownership and similar concerns for, among others, Subchapter S corporations.

Corporate Governance. Jessica counsels clients regarding fiduciary and legal duties, shareholder and member disputes, and related matters. Her experience includes preparing resolutions, minutes, agendas, checklists, policies, and consents.

Her representative matters include:

  • Preparing for annual meeting of shareholders to ensure compliance with governance documents.
  • Advising Boards of Directors and Committees regarding quarterly and annual action items to carry out duties, minimize potential liability, and conform with best practices.
  • Counseling executive officers regarding responsibilities related to removal, resignation and similar events.

Securities Compliance and Financing Transactions. Jessica helps clients navigate their securities regulation obligations. Jessica handles beneficial ownership reporting under Section 16 and Rule 144 resale issues. She assists clients with capital-raising strategies and private placement transactions under Regulation D. Jessica advises clients regarding reporting obligations under the securities laws. She has also assisted businesses and financial institutions with analyzing, structuring and documenting asset-based, acquisition, convertible note and other debt-financings.

Her representative transactions include:

  • Preparing private offering materials in $5 million equity offering for a technology company.
  • Assisting with documents for $17 million multi-facility financing for an asset-acquisition transaction.
  • Structuring an equipment finance transaction related to expanding a specialized medical practice.

Business Transactions. For her business clients, Jessica regularly drafts and reviews a range of typical contracts including executive compensation, independent contractors, equity compensation and non-disclosure agreements. Jessica also routinely assists clients with a variety of business combination transactions. She leverages her experience to effectively manage the entire process, from term sheets and letters of intent through closing.

Her representative matters include:

  • Buyer-side representation in strategic stock purchase transactions for a manufacturing company.
  • Seller-side representation of specialized engineering firm in securities sale transaction.
  • Buyer-side representation in the acquisition of a regional community association management company.

Intellectual Property. Jessica counsels clients on the identification, selection, clearance, prosecution, registration, enforcement and licensing of intellectual property rights. She assists clients on transactional matters related to trademark, copyright, trade secret and advertising. Jessica also has experience representing clients with regard to their software and technology licensing transactions.

Her representative matters include:

  • Counseling clients in connection with selecting distinguishable trademarks for new products.
  • Managing trademark portfolios involving numerous applications and registrations in the U.S. and in foreign jurisdictions.
  • Advising client on the settlement of a trademark dispute critical to the continuation of their planned business.

Publications

Speaking Engagements

  • "Legal Perspectives: Whistleblower Protections, CEO Pay Ration Disclosure and JOBS Act Update," GHP Horwath's Annual SEC Conference, October 2016
  • "Pre- and Post-Sale Planning for You, Your Company and Your Family," Merrill Lynch Conference for Business Owners: M&A Solutions for Privately Held Companies, April 2016
  • "Protecting Your Business' Intellectual Property: Trade Secrets, Trademarks, Copyrights," Better Business Bureau Legal Seminar Series, August 2015
  • "New SEC Rules Affecting Private Offerings: Consequences for Raising Capital," Association of Corporate Counsel Arizona Chapter, October 2013
  • "Intellectual Property Basics," Better Business Bureau Legal Seminar Series, March 2011
  • "Lock It Up: Protecting Your Trade Secrets and Preventing Unfair Competition," Better Business Bureau Legal Seminar Series, October 2008
  • "How to Identify and Protect Your Intellectual Property in Common Business Transactions," Better Business Bureau Legal Seminar Series, March 2008

Memberships

  • State Bar of Arizona Leadership Institute, Selection Committee Member
  • Arizona Black Bar, Secretary, 2009-2014
  • International Trademark Association
  • Phoenix Chapter of the Stanford Alumni Association
  • Camp Cartwheel Committee, Nevada Childhood Cancer Foundation
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