Corporate, M&A and Venture Capital

Many law firms can close a mergers & acquisitions deal, but only the most sophisticated can achieve and exceed their clients’ business objectives. Clients seek legal counsel who are collaborative partners and understand their businesses. Our expertise and seamless integration across multiple practice areas drives the tough calls behind deals.

Clients consistently come to us for this high-level guidance and collaborative approach. The firm’s M&A attorneys are immersed in their clients’ businesses, decreasing the probability of something “falling through the cracks.” Working with our clients on complex and often unprecedented challenges, our mergers & acquisitions attorneys deliver innovative solutions, integrating the scores of sophisticated issues that are encountered during M&A transactions.

Private equity fund investors are among the most sophisticated clients in the business world. Operating in a rapidly changing, highly competitive market, they need lawyers who can help them navigate a host of legal complexities and provide real-time market checks and guidance to reach favorable solutions. Our market-leading intelligence drives all aspects of private equity deals and our attorneys are able to represent clients’ interests under the most challenging circumstances.

Issues related to finance, tax, anti-trust, governance, regulatory issues, real estate, employment, intellectual property, and environmental matters are often confronted during a private equity transaction. Our specialized knowledge of these practice areas allows our lawyers to deliver informed and sound advice. We provide highly specialized services across the full range of private equity deal execution and financing.

We represent sponsors in the formation of private funds, including leveraged buyout funds, hedge funds, secondary funds, funds of funds, distressed funds, and real estate opportunity funds. We also use our broad-based knowledge relating to current trends, developments, and deal terms when representing funds of funds and other secondary funds investors in connection with analyzing and negotiating target investments.

Our experience with an array of both investors and sponsors gives us the perspective to bring value to our clients when forming funds.  We focus on the practical aspects of organizing and operating a fund while taking into account market conditions and the relative bargaining power of the parties involved. We also focus closely on regulatory considerations and keep our clients’ ultimate objectives top of mind when advising them on options they might consider at the formation stage.  We are informed by our frequent interaction with our institutional investor clients in connection with the key issues affecting their investments in private equity, real estate and hedge funds.

Since the formation of our firm over 35 years ago, we have been representing innumerable start-up and development-stage companies in connection with assisting entrepreneurs in setting up the right entity form, tax structuring, compensation and incentive equity grants and helping them navigate the regulatory environment. We are also deeply integrated into the financing ecosystem and have been representing numerous angel investors, venture capital funds, early-stage and growth-equity funds, corporate venture arms of public companies and other sophisticated investors. As a result, we have accumulates invaluable knowledge as to the most effective representation of venture investors and venture-backed companies throughout the entire life-cycle of the companies and the corresponding investments, from formation to the eventual M&A or IPO.

Our lawyers are intimately familiar with all prevailing economic and legal market terms ad are able to translate this knowledge into a pragmatic and effective approach in negotiating investment documents, whether be it SAFEs or convertible notes, venture-related preferred stock investment documents and agreements tied to the ultimate exits. We as often represent venture investors, both strategic and financially oriented, and assist them in this rapidly changing, highly competitive market. We bring our market-leading intelligence in all aspects of the venture process and our attorneys are able to represent clients’ interests under the most challenging circumstances, addressing issues related to finance, tax, anti-trust, governance, regulation, real estate, employment, intellectual property, and environmental matters. Our specialized knowledge of these practice areas allows our lawyers to deliver informed and sound advice. We provide highly specialized services across the full range of venture finance transactions.

Our multi-disciplinary practice allows us to service companies and investors engaged in a variety of industries, such as, life science, fintech, software and software applications, among many others. Understanding these challenges aids us in applying a practical business strategy when representing risk-oriented investors to assist them in structuring their investments.

Year after year, we collaborate with our Securities and Corporate Governance practice group to partner on the full line of equity securities transactions, including private placements, initial public offerings, and secondary offerings. Our attorneys pride themselves on driving the latest developments in the field as well as knowing the business of our clients in depth. As a result, we are able to provide high-quality and cost-effective service while remaining attentive to the critical nuances of a deal.

We have extensive experience representing corporate issuers, private equity firms, and investment banks in all aspects of equity capital markets financings. We are accomplished in all types of initial and follow-on offerings and in private placements of equity, including PIPE transactions.

Clients appreciate our solid understanding of their businesses and consistently rely on us to play a key role during significant corporate finance transactions. Clients appreciate our Banking and Finance practice because of our combination of market expertise and experience. Our broad range of capabilities includes acquisition finance, cash flow and asset-based lending. The practice also routinely collaborates with lawyers involved in capital markets transactions, such as syndicated loans, mezzanine and high-yield representations, and bridge financings.

We design and review executive compensation agreements, including those involving stock options, stock appreciation rights, profits interests and other equity-based arrangements.

We collaborate with our Intellectual Property/Technology practice group to handle all forms of stand-alone transactions involving technology and intellectual property assets, such as license and technology transfer agreements, development agreements, R&D agreements, strategic alliances and other forms of collaborations, co-promotion and marketing agreements, internet/e-commerce arrangements, IP acquisitions and dispositions, outsourcing, and the management of IP portfolios, among others. We also collaborate with our colleagues in other practice groups to provide value-added legal teams in corporate mergers, dispositions, financings, and restructurings involving technology and intellectual property assets.

We represent clients in all stages of development from start-ups to large public companies. These entities operate across diverse sectors, including computer software/hardware, bio-pharmaceuticals, fashion, toys, games, and other consumer products, energy, financial services, semiconductors, and medical devices, among others. We handle cutting-edge areas such as mobile, interactive, and cloud-based applications and platforms. We also advise on digital rights management issues that are important to both leadership and investors in emerging growth and traditional enterprises alike. Our intellectual property expertise also extends to the negotiation and acquisition of film, television, music, and publishing rights in the entertainment industry. Our lawyers are not just expert in the legal issues, but make time to understand the industries in which our clients operate and provide additional value by understanding the business “drivers” of the deal.

We have experience in negotiating complex joint ventures and strategic alliances in various industries. We develop deal structures, governance, and exit mechanisms designed to work in practice, not just in theory. We represent a number of corporations in the pharmaceutical industry that partner with companies to develop and sell their drugs through joint ventures both here in the U.S. and in other countries. A large number of our clients operating in the software, consumer product, natural resources, and design industries use development and technology-sharing agreements that exploit their products and capabilities. Our clients in the restaurant and hospitality industries frequently enter into strategic alliances.

Our one-firm approach assures that all relevant legal disciplines are considered as and when needed, including tax, securities, employee benefits, antitrust, intellectual property, and real estate.

• Represented large diverse companies both in the acquisition of new complementary operations and in the divestiture of enterprises no longer considered part of the future core business line.
• Represented private equity funds throughout the acquisition and building of portfolio groups, as well as during the eventual sale of mature investments, to either strategic buyers or to other financial investors.
• Collaborated with our Creditors’ Rights department to structure creative winning bids for troubled companies’ assets under the auspices of the Federal Bankruptcy Court, which enabled our clients to use the auction process to their advantage.
• Structured and then closely guided foreign counsel through acquisitions, dispositions, and joint venture transactions with a multinational character.
• Assisted entrepreneurs in developing solid flexible foundations to facilitate profitable growth, with special attention to intellectual property safeguards, business systems, corporate and tax structures, executive incentive arrangements, financing alternatives, and liability protection.

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