We are consistently ranked as having one of the most active practices in the United States in the area of venture capital and private equity investments. As reported in the Dow Jones Private Equity Analyst, Morrison Cohen ranked among the top 25 law firms in the United States with regard to venture capital and private equity deals negotiated and closed in 2012, well ahead of many of the nation’s largest law firms.
We regularly represent venture capital firms and private equity firms in the formation of their funds and in the ensuing transactional work. Our understanding of fund structures, fund governance, investment limitations, regulatory requirements, and tax issues for funds and fund investors gives us important insights into structuring and negotiating investments. We utilize a cross-disciplined approach with regard to due diligence, structuring, and negotiating and closing transactions, so that all fund and investment considerations are addressed.
Our Tax department has deep experience in evaluating and structuring investments in key areas such as UBTI, ECI, ERISA, and Section 1202 Qualified Small Business Stock companies, and is well versed in the United States tax implications faced by domestic as well as foreign investors in private funds. Our Commercial Lending & Finance practice group supplies deep experience with respect to leveraged transactions, where we bring to bear our experience advising both lenders and borrowers on a regular basis.
We regularly represent both companies and investors in venture and private equity transactions. We understand the importance of deal flow to investors and the importance of access to capital to companies, and we often facilitate networking through introductions between companies and capital sources. In addition, representing companies as well as investors allows us to be aware of key issues that each side will face from the outset of a transaction, and to have practical and efficient solutions at the ready.
Through our cross-disciplined approach involving our Compensation, Benefits & Employment, Intellectual Property, Commercial Lending & Finance, Tax, Real Estate, and Business Litigation practice areas, we can identify, evaluate, and negotiate key areas of concern to venture and private equity investors such as capitalization concerns, severance or contingent payments, indemnification, other contractual liabilities, cheap stock issues and 409A valuations, sales and tax compliance, regulatory compliance, litigations and threatened claims, and ownership of intellectual property. We often work on investments in companies with foreign operations and have an excellent network of foreign law firms that we use on an as-needed basis. We also represent foreign companies and funds in making investments in companies based in the United States.
Our transactional work puts us in an excellent position to assist in all phases of an investment, from seed financing through ultimate sale or public offering. We have deep experience in complex preferred stock structures, down rounds, and recapitalizations. We advise with respect to fiduciary duties of directors and controlling shareholders. We think out of the box when faced with challenges such as bridging valuation gaps between investors and companies, and have implemented innovative solutions such as bridge structures and exit-driven conversion ratios. We advise on complex joint ventures and distribution arrangements, and importantly in exit transactions, where we can assist in the overall review and negotiation of a transaction as well as in structuring indemnifications, escrows, and limitations of liability.
We are active in all major industries, including, among others:
- Enterprise Software
- SaaS
- Telecoms
- E-Commerce
- Pharmaceuticals
- Media and Publishing
- Medical Devices
- Financial Services
- Green Technologies
- Marketing and Advertising
- Consumer Products
- Food and Beverage
- Fashion and Apparel
- Manufacturing
