What This Practice Covers

Covers the full range of priced equity rounds, from early seed financings through later growth-stage and private equity investments.

• Stock purchase agreements
• Amended and restated certificate of incorporation
• Investor rights agreements

Drafting and negotiating convertible notes and SAFEs for early-stage companies and their investors.

Structuring down rounds, including anti-dilution, recapitalization and investor consent considerations.

Cap table modeling and cleanup across multiple rounds, instruments and classes of equity.

Venture debt and commercial lending documentation for growing companies.

Reorganizing foreign-founded companies into U.S. entities to support U.S. investment and market entry.

Non-traditional structures such as revenue-sharing agreements that fit the company and investor goals.

Forming venture funds and related entities, with a focus on first-time and emerging managers.

Advising corporate investors on minority investments in startups and related commercial terms.

•  Joint venture and operating agreements

We regularly draft and negotiate documentation across the full range of deal structures, including:

•  Merger agreements (statutory and reverse triangular)

•  Stock and asset purchase agreements

Overview

Our approach focuses on identifying and mitigating deal risks while structuring transactions that achieve our clients' strategic and financial objectives.

•  Tender offers and share exchanges