Venture Capital/Emerging Growth Company Group

Our Services

We counsel emerging growth and other technology companies and venture investors in a broad array of sectors, including life sciences, medical devices, telecommunications, semiconductors and information technology software and services.  Our attorneys bring to bear the significant resources of the firm, including the experience of more than 100 attorneys and other professionals focused on intellectual property protection, Internet security and anti-piracy; a nationally recognized outsourcing team; and a sophisticated corporate tax and securities group.  We also are recognized as leaders in emerging areas such as nanotechnology and cleantech.  Our  attorneys have handled numerous technology-driven transactions throughout Europe, India, Israel, China and the Pacific Rim.

Our Value

CEOs and senior executive management, along with principals of venture capital firms, look to us to bring a “value add” to the relationship.  We seek to exceed our clients’ expectations through our unique model, which brings together veteran venture and emerging growth attorneys in the technology sector in a boutique setting with the resources and bandwidth of a national platform.  Our team is both nimble and entrepreneurial in a way that allows us to stand out from our competitors.  We pride ourselves on establishing long-term partnerships with clients, and view our role as business advisors and partners as critically important.

Our core strengths include an intense focus on meeting clients’ strategic, legal and financial needs.  We have extensive experience representing institutions and emerging growth companies in their efforts to commercialize innovative technologies.  With one of the most robust networks of venture capital and investment banking firms, our venture group is recognized for its efforts in working with clients to access capital and understand underlying strategy.  Our deep experience and bench strength also enables us to provide important perspective and insight as we counsel management of emerging growth companies and their investor boards regarding industry practice and customs on a range of issues, including governance, stock options and executive compensation, employment and intellectual property protection.

In corporate matters, we bring a high degree of sophistication to the structuring and negotiating of angel, venture capital, private equity and other strategic transactions, mergers and acquisitions, initial public offerings, working capital and other debt arrangements, and state and federal grants.

Incubator/Accelerator Services

• CEO boot camp
• Business plan review and mentoring
• Venture capital and other funding leverage
• Market leader sessions
• Tech networking
• IP assessment

Strategic Advisory

• Strategic advice in connection with finance, liquidity and global business issues

Finance and Strategic Alliances

• Angel and bridge financings, including common and/or preferred stock financings, convertible debt financings and warrants
• Traditional venture-backed preferred stock financings at all levels, including advice and structuring of term sheets, preferred stock purchase agreements, preferred stock terms, investor rights and stockholders agreements, registration rights agreements and related closing documents
• Recapitalization financings, including “cram-down,” “re-start” and “down round” financing structures and advice
• Private placement practice encompassing sales of both debt and equity securities
• Joint ventures and strategic alliances
• Counseling regarding state and federal funding programs

Executive Compensation and Option Planning

• Employment and consulting agreements, including severance and change-in-control provisions
• Noncompetition arrangements
• Stock option plans and option agreements
• Deferred compensation and incentive bonus arrangements

Intellectual Property Matters

• Patent prosecution in all fields, including medical devices, biotechnology, nanotechnology, chemistry, biochemistry, electronics, semiconductors, telecommunications, machinery and tools, automotive, sensors, optics, software, finance, design patents and business methods
• Trademark and copyright prosecution and enforcement
• Trade secret protection strategies and enforcement
• IP licensing, counseling, risk analysis and IP audits
• Due diligence
• Patent enforcement, including litigation, ITC proceedings and ADR
• IP opinions, including freedom to operate, patentability and invalidity
• Licensing and development agreements

Mergers and Acquisitions

• Extensive experience in all aspects of merger and acquisition transactions, including public and private transactions, roll-ups, recapitalizations and leveraged transactions
• Letters of intent, confidentiality agreements and standstill agreements
• Due diligence matters
• Tax and securities law analysis and planning
• Proxy and information statement preparation
• Asset purchase, stock purchase and merger agreements
• Counseling with respect to indemnification and escrow issues

Formation and Related Issues

• Analysis and structuring of the venture from inception, taking into account business and tax considerations
• Incorporation and limited liability company, partnership and joint venture formation
• Initial stock issuances, including restricted stock agreements and vesting arrangements
• Agreements among founders and equity holders
• Governance issues, including voting and stockholders agreements