Representative Work

The following provides an example of the kinds of transactions we have handled.

  • Recent, representative work for start-ups and early-stage companies includes:

    • Represented a university spinout in formation and negotiation of a university license
    • Negotiated and closed convertible debt and preferred stock financings for numerous early-stage companies
    • Represented a hydrogen technology company in corporate finance and general corporate matter
    • Counseled university faculty and researcher on outside consulting, equity compensation and startup strategies
    • Advised universities and research institutions on the establishment of seed funds 
    • Negotiated and closed convertible debt and preferred stock financings for numerous early-stage companies
    • Represented an enterprise software company in negotiating a license of Japanese rights in its software product to a group of unaffiliated Japanese companies
    • Represented a robotics technology startup in founders' agreements, IP strategy and securing a $2.5 million Series A funding 
    • Developed a new series of "delayed dilution" preferred stock as an alternative to convertible note financing 
  • Outside Counsel/Growth Stage/Operations work includes:
    • Represented public companies in the enterprise software, semiconductor and advanced materials industries, including pre-IPO financings, IPOs, 1933 Act and 1934 Act filings 
    • Outside counsel to software, manufacturing and professional services companies
    • Drafted and negotiated franchise offerings and agreement, and filed franchise disclosure documents with regulatory authorities
    • Drafted SaaS agreements and enterprise software licenses
    • Counseled pharmaceutical, device makers, technology companies and professional services firms with respect to development agreements, joint ventures and strategic partnering arrangements
    • Represented a Big 4 accounting firm in early-stage investments and service engagements
    • Represented commercial banks and borrowers in secured loan transactions
    • Closed dozens of “PIPE” financing transactions for public companies, including responding to SEC staff comment letters
    • Successfully closed a Rule 419 reverse merger, including addressing SEC staff comments on offering integration concerns
  • M&A/Exit experience includes:
    • Closed dozens of M&A transactions of all types and sizes
    • Represented public companies in the enterprise software, semiconductor and advanced materials industries in buy-side and sell-side acquisitions
    • Efficiently counseled inventor/entrepreneur with respect to the sale of his company and employment with the acquiring entity
    • Represented a privately held bio-detection company in sale to a foreign buyer, including handling State Department review of transaction under CFIUS and DDTC
    • Represented a private equity-backed aerospace manufacturing company in a $40 million asset acquisition leveraged by senior debt, mezzanine debt and seller debt and equity
    • Represented a public company in the acquisition of a controlling interest in an early-stage diagnostics company