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

Recent, representative work for startups and early-stage companies includes:

• Advised a founder with startup and equity issues as well as negotiating terms for intellectual property rights with a new research institution employer of the founder
• Represented several university spinouts in formation and negotiation of institution licenses
• 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 a number of early-stage tech companies in Series Seed and Series A transactions with Silicon Valley venture capital firms
• Represented an industrial robotics company in a Series B transaction and commercial partnership with a global manufacturing firm and its VC arm
• Act as general counsel for a leading fintech form, negotiating license and services with global investment banks
• 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 for SaaS providers
• 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

Recent/Representative M&A/Exit experience includes:

• Closed dozens of M&A transactions of all types and sizes
• Brought in to handle, and successfully closed, the exit transaction for small tech company, after their Silicon Valley firm quoted a price more than three times (3X) what OLO charged
• Represented a private-equity backed manufacturing company in a nine-figure acquisition transaction with an international strategic buyer
• Assisted a home health care entrepreneur and founder in the sale of her business to a national company
• Advised the founder and sole owner of a flooring business in the transition of control and equity to family members
• Advised a team buying a franchise business
• 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