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