We advise both start-up companies and seasoned businesses raising capital to fund their business operations and investment strategies. We also work with investment managers on hedge funds, private equity, commodity pools, other private investment funds and managed accounts. While we can serve as general counsel on day-to-day issues, we also focus on structuring transactions, developing disclosure which serves to protect clients from future claims, as well as compliance best practices.
Raising Capital
We advise on the sale of private securities for the capital-raising activities of start-up companies and other clients. We have represented issuers, investors, underwriters and agents across a spectrum of financing transactions and related compliance, ranging from SEC-registered and exempt (private) offerings of equity, debt, convertible and hybrid securities, to bank loans and other commercial lending arrangements, secured and unsecured. Transactions to fund start-ups may include founders’ rounds, seed deals, convertible note bridge financings, as well as Series A and B rounds and beyond. Most of these capital-raising transactions rely on exemptions from registration under the Securities Act of 1933 and state blue sky laws. Often, the transactions also implicate tax and many other laws and planning considerations. A few examples of capital-raising documents we may prepare for start-up companies are:
- Private placement memoranda and subscription agreements;
- Stock purchase agreements and founders’ agreements;
- Partnership agreements, company agreements or bylaws;
- Convertible notes; and
- Letters of intent and term sheets.
Private Investment Funds
We work with investment managers on hedge funds, private equity, commodity pools, other private funds and managed accounts. We can help these clients to structure, launch, operate, restructure and, if necessary, wind down these private investment funds and accounts. We also advise on disclosure and compliance best practices for these clients, who may be registered investment advisers, commodity pool operators or commodity trading advisors. Examples of fund and account documents these clients require include:
- Private placement memoranda and subscription agreements;
- Disclosure documents for managed accounts;
- Advisory agreements with institutional clients;
- Federal and state regulatory filings; and
- Compliance policies and procedures.
Clients who raise capital to fund business operations and investment managers tend to require experienced counsel who, like our team, have worked on numerous transactions both in-house and for larger law firms.
