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VENTURE CAPITAL TRANSACTIONS

Representation of Companies and Investors 

Dilendorf & Khurdayan counsels clients at every stage of venture financing and advises on every type of transaction. Depending on the chosen transaction structure, we review, draft and negotiate each document necessary to complete and successfully close such transaction.

ATTORNEYS' EXPERIENCE

Advised UK private equity fund on a complex pre-IPO $25M bridge financing of a healthcare company

Represented investor in connection with a Series A financing round in a successful UK-based biotech company, including performing corporate and financing due diligence, reviewing and negotiating subscription documents and a convertible loan agreement as well as ensuring future participation rights

Assisted client with structuring and launching health technology crowdfunding platform, including guiding the client through several rounds of capital raise

Represented client in connection with a pre-seed investment in a gaming start-up, including preforming corporate due diligence, negotiating term sheet and structuring convertible note

Represented successful tech start-up in connection with converting an existing NJ LLC into a DE corporation with super-voting stock for founders and non-voting restricted stock for employees

Structured and negotiated terms for a complex share acquisition and swap transaction between a blockchain startup and a successful early-stage Israeli tech company, including providing assistance with future buy-out provisions, conversion of outstanding SAFEs and options, and distribution of tokens upon the successful completion of the ICO

Represented successful tech start-up in connection with converting an existing NJ LLC into a DE corporation with a super-voting stock for founders and non-voting restricted stock for employees

Represented client in connection with a pre-seed investment in a gaming start-up, including performing corporate due diligence, negotiating term sheet and structuring convertible note

Advised leading healthcare advertising and marketing agency with a post-acquisition, $1.8M purchase price adjustment dispute

Negotiating and Documenting All Types of Venture Capital and M&A Transactions

Whether a company is collecting funds from friends and family, raising seed financing from angel investors or from more experienced investors in Series A, Series B, etc., or considering a strategic merger or spin-off, the company must carefully consider the structure, implications and effect of such transaction on the overall strategy and roadmap of the venture.

Proper documentation and negotiation support will allow the founders to ensure that they achieve their desired objectives, build transparent relationship with their investors and minimize governance and other issues that can arise at the later stages of the the company’s growth cycle. 

Typical transactional documents involving various startup and scaling-up financing structures include:

  • Term Sheets (outlining financing structure, corporate governance, liquidation, etc.);
  • Letters of Intent (outlining prospective M&A transaction framework and contingencies);
  • Confidentiality Agreements;
  • Investment Contracts/Investor Rights Agreements (specifying founding shareholder rights vs. minority investor rights, reporting and financial disclosure requirements, observer rights, etc.);
  • Stock Purchase Agreements;
  • Amended and Restated Certificates of Incorporation;
  • Merger Agreements and other documents required for M&A transactions;
  • Asset Purchase Agreements;
  • Convertible Notes;
  • Crowdfunding Filings with SEC.

Our legal advice and assistance in properly structuring and documenting each transaction are aimed at facilitating startup and early-stage companies’ liquidity events and high-growth. 

For more information about our services for financing transactions,

please contact Dilendorf & Khurdayan by sending an email or calling us at 212.457.9797.

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