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Venture Capital and Private Equity
Our work for venture capital and private equity funds generally involves representing companies at each stage of investing as well as advising them on structure alternatives, due diligence, negotiation, and documentation in connection with private purchases of securities in issuer and non-issuer transactions. This experience allows us to deal with existing material agreements, litigation, debt facilities or business risks which may impact the viability of an investment. And, recognizing that our venture capital clients typically invest in their portfolio companies' follow-on rounds as well as initial rounds, we carefully structure these investments with an eye not only on exit strategy, but also on appropriate controls on future corporate action that could affect performance or cause undue dilution.
We also have experience in "monetization" and dealings in restricted securities. We have been called upon to assist holders of restricted stock to realize value from "dead equity" by means of drafting and enforcing registration rights agreements, renegotiation of lock-up agreements, pledges or hedges.
We have also represented lenders who secure loans with restricted stock and enforce the lenders' rights when recalcitrant issuers or transfer agents resist lawful legend removal. We have also represented these clients in pursuing claims for fraud, misrepresentation, or breach of contract (such as refusal to effectuate conversion of debentures or preferred securities into common stock in accordance with subscription agreements) in connection with such purchases.
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