We represent buyers, sellers and their owners, investors and management. This includes all varieties of acquisition transactions (mergers as well as purchases and sales of stock and assets in exchange for cash and securities). This can involve public, private, foreign, and domestic parties.

• Mergers, stock purchases, asset sales, and stock swaps
• Public and private parties
• Foreign and domestic parties
• Roll-ups and spin-offs
• Private equity transactions and leveraged buyouts
• Acquisitions out of bankruptcy
• Re-organizations, re-incorporations, and restructurings
• Representation of buyers, sellers, management, and shareholders
• Investment banking agreements
• Letters of intent and confidentiality and no shop agreements
• Deal structuring, documentation, and negotiation
• Acquisition agreements, non-competition, consulting and other related agreements
• Due diligence, including investigation, document production, and review
• Approvals and consents, including board, shareholder, third party, and governmental
• State and federal securities law compliance

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Selling a Business

We have an active practice helping foreign businesses enter the United States market. This includes setting up U.S. sales offices and subsidiaries and acquiring U.S.-based businesses. We also help foreign companies reorganize as U.S. entities (a process known as “flipping up”), relocate headquarters to the U.S., and raise capital from U.S. financing sources. Many of our clients have roots in Australia, the EU, Asia, Canada, and more.

Additionally, we advise on a range of operating matters, including sales, licensing, and other commercial transactions; creation of standard forms; corporate housekeeping matters; and management of equity incentive plans. We also represent or have relationships with a range of U.S. and foreign investment banking, private equity, and venture capital firms, as well as other sources of funding.

We actively make introductions to our clients who are seeking financing or acquisition. We have a network of valuable business contacts, including funding sources, customers, vendors, consultants and professionals.

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US Market Entry: Opening a Branch Office or Subsidiary

We mentor, guide, and advise entrepreneurs as they build their core team, raise capital, establish strategic relationships with vendors and customers, and mature the business. The goal of our practice is to significantly and positively impact their success.

Representative areas in which we serve company founders are:

• Avoiding conflicts with previous employers
• Company formation and incorporation
• Issuance of founder stock and vesting arrangements, such as restricted stock purchase agreements
• Executive agreements
• Employee equity incentives and stock option plans for key employees and staff
• Confidential information and invention assignment agreements
• Intellectual property protection
• Equity, convertible debt, and warrant financing, including seed, bridge, and venture rounds involving angel, venture capital, and strategic investors
• Issuance and transfer of securities and state and federal securities law compliance
• Consulting and non-disclosure agreements
• Re-organizations, re-incorporations, and restructurings
• Management carve-outs
• Commercial loans, including venture leasing and accounts receivable and asset-based lending
• Strategic partnering and joint venture
• Commercial relationships, including sales, licensing, manufacturing, OEM, distribution, reseller agreements, and letters of credit
• Web site terms of conditions of use and privacy policies
• Corporate governance, including board and shareholder meetings, voting, proxies, and consents
• Standard forms, including confidential information and invention assignment agreements, terms and conditions of sale, and employment offer letters

When entrepreneurs are seeking funding, we can assist with Venture Capital financing including:

• Term sheets
• Preferred stock, convertible debt, and warrant financing
• Seed, bridge, and venture rounds
• Representation of issuers
• Representation of foreign and domestic venture, angel, and strategic investors
• Preferred stock purchase, note purchase, and warrant purchase agreements, and ancillary agreements and documents
• Investor rights agreements, including registration rights agreements
• Management rights agreements
• Voting agreements
• Charter documents
• Reorganizations, re-incorporations, and restructurings
• Management carve-outs
• Issuance and transfer of securities
• State and federal securities law compliance
• Compliance with reporting and disclosure requirements for foreign investors
• Due diligence, including production, investigation, and review
• Disputes re cram-downs and wash-out financings
• Disputes re preemptive rights, rights of first refusal, and participation rights
• Disputes involving investors, shareholders, founders, directors, and management

The firm’s clients are involved in Silicon Valley’s major industries, including the following:

• Venture Capital
• Private Equity
• Information Technology, Computers & Telecommunications
• Mobile (including Transactions, Payments, Devices, Infrastructure, & Carriers)
• Internet, E-Commerce & Consumer
• Social Media
• Cloud & Virtual Computing
• Security
• Software & Services
• Database Management Systems & Data Storage
• Data Analytics
• Clean Technology & Energy
• Semiconductor & Systems
• Contract Manufacturing
• Hardware
• Electronics
• Banking & Financial Institutions
• Health Science