VENTURE CAPITAL TRANSACTIONS

Representation of Companies and Investors 

Dilendorf Law Firm 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.

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 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. 

Resources:

• Modernizing the SEC’s Definition of Venture Capital Fund – SEC
• Merge and Acquire Businesses – Small Business Administration
• How to Access Public Documents for Mergers & Acquisitions – FCC
• The Dodd-Frank Wall Street Reform and Consumer Protection Act – Cornell Law School
• Summary of Dodd-Frank Financial Regulation Legislation – Harvard Law School
• Using EDGAR to Research Investments – SEC
• Mergers, Acquisitions, and Joint Ventures: A Resource Guide – Library of Congress