Private Equity, Venture Capital and Securities
Private Equity and RIAs.
As shown under “Mergers and Acquisitions,” we have represented private equity funds in roll-ups and one-off purchases of middle market companies. We have also assisted a veteran investment advisor in the formation of an RIA and have been representing it in connection with capital raising, sponsoring of alternative investments and investments in other funds, as well as internal matters, such as governance and investor relations.
Venture Capital
We provide a broad range of services to emerging companies funded by venture capital, which are engaged in specialty finance, software development, digital media, other technologies, life sciences and medical equipment. In this connection:
- We guide management in adhering to best practices in documenting the various facets of the business in preparation for capital raising, particularly its corporate equity, e.g. keeping a tight rein on warrants and options, and governance structure;
- We assist management with the all-important capital raising strategy, with an eye to keeping the cap table and the terms of the investors’ exit as favorable for the founders as possible, and in drafting the private placement investor disclosure documents; and
- We use the skill set described in “Mergers and Acquisitions” to assist the founders and the investors in arriving at the best liquidity event which is fair to all shareholders.
Securities
In our work on behalf of the private equity funds and emerging companies, we utilize our long-standing and up-to-date expertise in federal securities law. In this connection:
- We assist clients in designing and managing private placements utilizing the full scope of Rule 506(b), 506(c) and, generally, Regulation D, as well as Regulation S and Rule 701; and
- For resale transaction, we assist clients in complying with Rules 144 and 144A.
On behalf of issuers desiring and otherwise ready to go public, or existing public companies, we have, in the past, prepared, filed and achieved effectiveness of registration statements on Forms S-1, S-4 and S-3 and, under the 1934 Act, prepared and filed registration statements on Forms 10 and 8A, and assisted in the preparation of SEC periodic reports and reports under Section 16 and on Form 8-K.