Sonnenschein Nath & Rosenthal LLP

Contact:
Victor H. Boyajian,
National Chair
973.912.7171
212.768.5349
650.798.0300

 

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Incubator/Accellerator 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 encompasses both sales of debt and equity securities.
  • Joint ventures and strategic alliances
  • Counseling regarding state and federal funding programs
  • Initial public offerings

Executive Compensation and Option Planning

  • Employment and consulting agreements, including severance and change-in-control provisions
  • Noncompetition arrangements
  • Stock options 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 mergers and acquisition transactions, including public and private transactions, roll-ups, recapitalizations and leveraged transactions
  • Letters of intent, confidentiality 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

 

Sonnenschein Venture Technology

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