Category Archives: Venture Capital

Venture Capital

Venture CapitalLeClairRyan Venture Capital Practice Area Team attorneys advise companies seeking private investment capital on all aspects of venture and angel capital financing transactions. LeClairRyan was initially formed as a venture capital boutique law firm, and our attorneys have significant and long-standing ties to the venture capital, angel and business communities. Attorneys in this practice hold leadership positions in venture capital-oriented organizations such as the Exit Planning Exchange, Associated Corporate Growth, Richmond Venture Forum, Charlottesville Business Innovation Council, JumpStartDays, and SF New Tech, among others, and collectively have closed hundreds of venture and angel capital transactions for companies and investors.

In addition to providing counsel in connection with venture and angel capital financings, the Firm’s Venture Capital Practice Area Team attorneys serve as general counsel to emerging companies ranging from technology-based companies such as bioinformatics, biotechnology, consumer electronics, chemical, cleantech/greentech/alternative energy, defense, e-learning, engineering, gaming, high-tech manufacturing and assembly, internet (including internet retailing), medical device, medical equipment, software development (such as medical, financial and engineering software), media, nanotechnology, pharmaceutical, research and development, security, SaaS, software consulting, systems integration, and wireless and telecommunications companies, to traditional companies such as manufacturing, retailing, distribution and service companies.

The Firm’s Venture Capital Practice includes:

  • Entity formation/conversion and related tax advice.
  • Coaching and positioning companies for investment by institutional venture capital providers or angel investors, including advice concerning the most advantageous capital structure and form of entity; reviewing business plans; refining business models; preparation for due diligence; employment and loyalty agreements for key employees; designing stock option and other incentive compensation arrangements; and identifying and protecting intellectual property.
  • Strategic introductions to venture capitalists, angel investors, investment bankers, accountants, and other service providers.
  • Advising officers, directors and managers regarding fiduciary duties and other corporate governance matters in the context of a private equity transaction.
  • Structuring offering terms for equity and debt investments, including advice regarding tax and federal and state securities issues.
  • Negotiating, preparing, and reviewing all documents associated with venture capital investments, including term sheets, offering memoranda, subscription and purchase agreements, registration rights agreements, investors’ rights agreements, buy-sell and shareholder agreements, operating agreements, preferred equity terms, and bridge loans.
  • Assisting in the due diligence process and advising on substantive issues that arise in due diligence, including, but not limited to, franchise, licensing, tax, securities, intellectual property, litigation, employment and employee benefits matters.
  • Advice in connection with such pre-closing and post-closing issues as executive employment agreements, corporate governance, conflicts of interest, protection of intellectual property, non-competes and incentive compensation arrangements, including stock options, restricted stock, phantom equity and bonus arrangements.
  • Advice in connection with the structuring and timing of “liquidity events,” including company sales, mergers, initial public offerings, ESOPs and partial sale transactions.

During the life cycle of an emerging technology or life science company leading up to a liquidity event, our attorneys regularly serve as trusted advisors in connection with growth strategies, including strategic alliance arrangements such as joint ventures, co-marketing, co-development, licensing, distribution, teaming, contract manufacturing, and research and development agreements. In addition, in collaboration with other LeClairRyan attorneys, members of the Venture Capital Practice Area Team provide advice concerning the entire spectrum of legal issues that may arise during the lifespan of an emerging company, including litigation, tax, real estate, and wealth transfer issues.

Our Venture Capital services include:

  • Venture Capital – Fund Side
  • Venture Capital – Company Side