Emerging Companies and Venture Finance
"[Day Pitney] has proven strength and depth of resources to handle larger regional and national matters....Sources highlight the fact that members of the team are accomplished at providing clients with practical explanations and advice."
We assist fast-growth companies in reaching their full potential.
Our Emerging Companies and Venture Finance team assists high-technology and other fast-growth companies in realizing their short- and long-term goals. From the counseling required to transform an idea into an enterprise to the eventual liquidity event, we have successfully guided numerous clients through the venture capital financed lifecycle. We help entrepreneurs conform to the expectations and demands of professional venture capital investors while retaining the management autonomy and flexibility a successful company requires. Our relationships with technology experts
, financing sources, venture capital investors and underwriters
and emerging company professionals allow us to introduce our clients to valuable resources throughout the United States and around the world as their businesses expand.
Our services to emerging company clients include:
- Formation of corporations, partnerships and limited liability companies
- Stockholder, partnership and operating agreements
- Employee compensation agreements and stock option and benefit plans
- Tax advice and planning
- Intellectual property strategic planning and protection programs
- Employee inventions, confidentiality and non-compete agreements
- Trademark, website, e-commerce and licensing and other intellectual property matters
- Venture capital, angel, friends and family and other forms of private equity financing
- Bank and other forms of debt financing
- Strategic alliances, partnering relationships and commercial contracts
- Succession planning and related estate planning
- Real estate purchases, leases and financing
- Litigation and alternative means of dispute resolution
- Employment-related dispute resolution
- Counseling in situations of financial distress
We represent emerging companies in a wide variety of industries, including software, telecom, Internet, medical device, nanotechnology, and biotechnology, in convertible debt and preferred stock financings by angel and venture capital investors. Today's demanding market requires creative delivery and pricing of legal services. We stay ahead of the curve by offering fixed-fee and alternative pricing arrangements whenever it makes sense. Our technological infrastructure allows us to meet clients' needs in real time, electronically, 24/7.
Our attorneys will protect your interests as an investor.
Our attorneys have significant experience spanning decades in transactions involving a wide variety of private equity funds. We have represented persons forming venture capital funds, leveraged buyout (LBO) funds, and many different kinds of hedge funds. We have represented funds themselves in connection with their strategic investment transactions. We also have represented a diverse group of both institutional and individual investors in connection with their investment in such funds. Our attorneys work closely and coordinate with attorneys in our Private Equity and Investment Funds
, Mergers, Acquisitions and Joint Ventures
, Private Companies
and Public Companies
practices to close deals in a timely and efficient manner.
Services we provide include:
- Fund formation, as limited partnerships or limited liability companies
- Fund documentation, including term sheets, offering memoranda, and subscription agreements
- Manager/advisor formation and management services agreements
- Securities law advice, including advice regarding the NASD's free riding and withholding rules relating to hot issues
- Tax advice, including structuring international investment, and manager-carried interests
- ERISA advice, including advice related to avoiding or minimizing UBTI
- Enforcement by limited partners of general partner obligations
- Assisting in implementation of fund investment strategy, including participation in documenting acquisition of portfolio securities
- Advice in connection with participation in management issues in portfolio investments
- Advice in connection with troubled investments
Our Emerging Companies and Venture Finance attorneys have experience in a wide range of matters. Our representation of both venture capital funds and emerging companies in venture capital investments ranges from $500,000 to $100 million and includes the following:
Emerging Company Representations
- Represented a fuel cell company in two rounds of preferred stock financing totaling $14.5 million and the subsequent initial public offering of common stock on the AIM market of the London Stock Exchange.
- Represented a VoIP company in four rounds of preferred equity financing, along with three rounds of bridge loan financing raising approximately $25 million; the securities were sold to both international and domestic venture capital funds.
- Representation of a seller in stock sale in a modified auction for the business of a manufacturer of temperature measurement devices to a subsidiary of a NYSE diversified technology company.
- Represented a privately held one-bill payments-solutions company in various strategic alliances aimed at marketing and expanding the use of its products and services, and in connection with the sale of its business global financial services company.
- Represented a privately held nanotech company in two venture rounds of financing, raising a total of approximately $12.6 million.
- Representation of a developer and manufacturer of optical fibers for minimally invasive surgery, based on a unique fiber technology for guiding high-power laser light, in a $20 million round of private financing.
Venture Capital Representations
- Represented a manager of private capital in a $52 million round of private debt financing for a distributor of satellite television programming to the private cable and wireless cable industries in the United States.
- Represented a private equity fund in connection with the $17 million acquisition of a fuel storage and transportation business based in Dallas, TX.
- Represented a manager of private equity capital focused on the communications industry, investing up to $15 million in convertible preferred stock of a leading manufacturer of residential gateway and networking equipment for voice, video and high-speed data services.
- Represented a private equity fund in connection with the $30 million acquisition of a controlling stake in a company providing communications systems integration and assembly of satellite up-link communications equipment.
- Represented a private equity fund in $35 million round of preferred stock financing for a leading developer of Internet-based solutions for HVAC and other maintenance management services for facilities throughout the United States, Puerto Rico and Canada.
- Formation of a $10 million venture capital fund and representation of the fund in portfolio investments in several software and Internet companies.
- Represented a venture capital incubator in seven seed-stage financings of Internet and software companies.
- Represented a syndicate of institutional investors in connection with the financing of a Venezuelan telecommunications company.
- Represented a venture capital fund in connection with $10.5 million preferred stock investment in a retail consumer products company.