Private Equity, Venture Capital and Securities
Private Equity and RIAs.
From time to time, we have represented a private equity fund in the purchase of interests in middle market companies. We have assisted in the formation, and registration as an RIA, of one such fund and have been representing it in connection with capital raising and investments in other funds, as well as internal matters, such as governance, investor relations and compliance.
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.
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 Regulations D and 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 recent 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.