Private Equity and Venture Capital

Our attorneys have both depth and breadth of experience in private sales of equity and debt securities. They have represented investors (including hedge funds and venture capital and other private equity firms as well as angels and wealthy individuals) and issuers in a broad range of industries and through various economic cycles. We provide strategic representation regarding structuring and negotiating investments in preferred and common stock, preferred and common LLC membership interests, profits interests, and other equity interests and debt securities in various forms of entities in all ranges of investment amounts.

Our public securities practice area includes public equity offerings, private investments in public equity (PIPEs), reporting to the Securities and Exchange Commission and stock markets and quotation services, and preparation of proxy statements. Our professionals have experience representing issuers listed on the New York Stock Exchange and the American Stock Exchange, quoted on The Nasdaq Stock Market and The OTC Bulletin Board, and traded in the pink sheets. We have represented both Regulation S-K and Regulation S-B filers.

Structured Finance

Our structured finance practice area concentrates on representation of mezzanine lenders in debt offerings, often combining layers of senior revolving bank debt and subordinated term loans. This area frequently intertwines with our private equity and venture capital area when an equity infusion is included along with the debt financing. We help our clients negotiate and document all facets of a structured financing, from interest rates to lien priorities to lenders’ rights and remedies.

Real Estate

General Corporate – Entity Formation and Regulation

We help our clients choose and form the type of entity that best suits their business needs and advise them concerning the administration of that entity throughout its existence. During the life of the business, we prepare minutes and consents for management and ownership, assist with equity compensation issues such as stock option and other forms of incentive plans, and advise corporations, LLCs, and partnerships concerning the legal characteristics inherent in the chosen form of entity. We also assist with changes from one type of legal entity to another and with entity dissolutions and terminations.

General Corporate – Contract Drafting and Negotiation

Our professionals have provided legal counsel regarding a wide array of business contracts. With experience as in-house counsel, we understand the needs and dynamics of operational contracts. We are willing and able to function as everyday legal counsel to our clients.

Corporate Governance – Special Committee Representation

With the ever-increasing complexities of business and director liability, we advise boards of directors and special director committees in fulfilling their important oversight roles. We have experience in advising special committees regarding their duties, including with respect to interested-party transactions. We also understand the different considerations involved in representing a public company versus a private company, and have the competencies available to represent both.

Corporate Governance – Sarbanes-Oxley Compliance

The Sarbanes-Oxley Act changed the landscape of corporate governance, for both public and private companies. As Sarbanes-Oxley compliance continues its evolution, our professionals are situated to respond to fluid demands of clients and regulators in this area. Our professionals have helped our clients through the adjustments required by Sarbanes-Oxley and will continue to do so in the future.