Emerging Growth and Venture Capital

areas of practice

Business Structure

Selecting a business structure – corporation, partnership, limited liability company, or sole proprietorship – raises many complex and sometimes critical issues. The firm’s Emerging Growth and Venture Capital lawyers carefully analyze and balance factors such as risk management and liability protection, tax consequences, and ownership and control issues when helping clients choose a business structure. We offer clients a combination of technical knowledge and practical experience gained through representing numerous new business enterprises.

Financing

One of the greatest challenges facing emerging businesses is the need for capital. We regularly assist clients with the funding process, whether debt or equity and whether the financing comes from venture capitalists or strategic investors. We work with prominent venture capital and institutional investors and participate in angel funding organizations in key markets. Through these and other relationships, we have the ability to introduce companies to a wide variety of potential funding sources and strategic partners.

For emerging businesses seeking to acquire significant outside investment, our lawyers craft disclosure documents and offering materials, and complete the necessary state and federal securities filings. Whether a business is financed privately or eventually goes public, we have the capabilities and practical experience to provide the legal services essential to success.

Fund Formation

We advise both middle market and multibillion-dollar investment funds on all aspects of fund formation, including fund documentation and sponsor equity. We draft documentation for, and are counsel to, many private equity and venture funds, hedge funds, funds of hedge funds, and the investors in these funds. We have extensive and current experience with the terms and conditions applicable to such funds. These include all types of structures for management and other fee arrangements, carried interest, clawback provisions, distribution provisions, and valuation policies. Types of funds represented include buy-outs, distressed debt, infrastructure, mezzanine, public-private investment funds, real estate, special situations, and venture capital.

We have extensive experience representing various special purpose investment vehicles formed under technology and economic development programs sponsored by major universities, government agencies, or nonprofit consortiums. We advise financial institutions on matters relating to the establishment, marketing, and operation of affiliated private equity funds as well as levered and unlevered employee investment funds and phantom investment programs.

Leveraged Buyout and Private Equity

We have experience representing public and private companies, merchant banks, strategic investors, venture funds, buyout funds, special opportunity funds, and management teams and their sponsors in leveraged buyouts, management buyouts, and other control transactions. We also know the ins and outs of employee stock ownership plans from a transaction perspective.

Our lawyers advise buyers, sellers, and financing sources in a broad array of domestic and cross-border transactions, including acquisitions and dispositions of entire companies and subsidiaries, leveraged buyouts, spin-offs, roll-ups, PIPEs, going-private transactions, recapitalizations, IPOs, strategic acquisitions, and joint ventures.

Our lawyers actively advise private equity funds, strategic corporate investors, underwriters, and individuals in investing, managing, and liquidating portfolios. We routinely advise in the issuance of preferred and common equity, bridge debt and other forms of private equity financing, acquisitions and disposals of portfolio companies, add-on acquisitions by portfolio companies, recapitalizations, restructurings and liquidity, and realization events, including IPOs.

Liquidity Transactions

We add real value when it comes to exit strategies and investment realization. Whether advising on a sale or an IPO, we help our clients maximize investor return and manage risks. We also have a strong track record advising companies on their IPOs or other offerings, including equities, debt instruments, and hybrid securities. Our issuer engagements include all aspects of corporate planning and restructuring, preparation of registration statements and prospectuses, assistance in negotiating underwriting and placement arrangements, preparation of listing applications and requirements in the United States, United Kingdom, and Asian capital markets.