Venture Capital & Seed Financings
We represent companies and investors in angel, seed round, institutional and strategic venture capital financings. We have worked on thousands of transactions across the US, the UK and other geographies since the firm started in 2000; in 2021, for example, we completed over 500 deals. We offer our clients a depth of US, UK and, in particular, Silicon Valley expertise. Technical precision, practicality and efficiency are part of our core values.
We have extensive experience working on secondary sales and exits (buy-side and sell-side), as well as private tender offers. We frequently advise investors on ongoing portfolio company matters, exits, due diligence and SEC reporting matters. We also assist our clients with numerous venture debt and on-fund investments from time to time.
In addition, we partner with and advise law firms outside the US on exits with US buyers and other counterparties, US securities and other matters in financings, and other transactions involving US issuers or US investors.
We support in-house legal teams and have a deep well of experience from which to draw across all of our practice areas.
Mergers, Acquisitions & Divestitures
We have extensive experience in mergers, acquisitions and divestitures. We have represented buyers, sellers, as well as management teams in hundreds of transactions in the US, Europe, India and other locations.
We work closely with our clients on structuring, due diligence, negotiations, assisting with project management and bringing deals through to completion. This frequently involves advice on corporate governance matters as well as assisting with transition, communication and overall integration matters.
We often support in-house legal teams or serve as special counsel to companies or teams. We also advise investors in exits (or in selling a significant/controlling stake) and can partner closely with financial advisors and their local counsel.
We offer legal expertise and focus to our clients to effectively and efficiently complete their transactions, and are active across technology and other industries.
Start-up Matters & General Corporate
We have successfully represented numerous entities on formation and initial “start-up” matters through initial formation, financings and ultimately trade sale or other exits to buyers across the globe.
We have extensive experience with overall legal structuring matters, legal entity conversions (e.g., US and and flipping non-US companies into the US.). We also frequently provide support on inter-company agreements, stock option / stock issuance plans and overall IP assignment and general employment law matters. Additionally, we have created and maintain numerous US subsidiary companies for our clients.
We represent investors, in-house legal and business teams as well as law firms outside the US doing due diligence. We advise on corporate governance matters and have done the same for law firms and in-house legal teams.
In all cases we work closely with founders, executives and management teams as special counsel on a variety of matters from time to time.
We are well suited to handle the various matters that can arise throughout the life of a company, including proactively structuring for seed as well as financing transactions, secondary sales, commercial transactions and eventual exits.
Licensing & Commercial Contracts
We advise and work with clients in a variety of industries on licensing and commercial matters. This includes:
- Negotiating and drafting intellectual property, transfer and assignment agreements, inbound and outbound licensing deals, SaaS/PaaS solutions, media and content, mobile applications and cloud services, and a variety of other transactions
- Drafting and reviewing website terms of service & privacy policies, and advising at a high level on U.S. data privacy requirements and policies
- Reviewing and localizing agreements for the US markets, including advising clients on standard terms and positions on overall liability, IP and other challenging agreements terms
- Advising and supporting on personnel matters, including terminations, drafting and reviewing employee and contractor services agreements, confidentiality, IP, and severance and other related agreements
- Supporting investors and other parties in due diligence in these areas from time to time.
We work closely with, and advise and support, the executive, sales, business development, human resource and in-house legal teams on general corporate governance and legal matters as they arise. We are pragmatic and efficient and do our best to help our clients meet their goals.
We love partnering with our clients to achieve their ultimate commercial objectives in a timely fashion. We also provide leave coverage as well as specific quarter-end and year-end support.
Representative company-side clients in this area include LGN, Lokalise, Darmstadt Graphics Group (Rapid Connect), Shef and NNIT.
US SEC Compliance & Advice
We have an in-depth knowledge of US state and federal securities laws and compliance matters and provide US SEC-related advice for companies, investors and other parties.
In addition to touching many of our practice areas, this includes frequently providing specific targeted advice to investors on registration rights or with regard to holding or reselling shares in a company that is about to or has gone public.
We prepare and help certain funds and other clients file various insider and beneficial ownership reporting forms, such as US SEC Form 3s, 4s and 5s and Schedule 13D and 13G reports.
We also advise law firms outside the US from time to time on US securities law matters as well as in-house legal teams.
We work with venture capital and private equity funds, family offices, individuals and other investors on investments in investment funds and special purpose vehicles.
This includes reviewing limited partnership agreements and other related investment documents. We also offer support on subscription packages, AML/KYC and related matters.
Representative clients in this area include some of those listed on our clients page.
For further information please contact us.