Venture Capital

An essential element in the success of a growing company is its ability to raise capital in an efficient and cost-effective manner, on its timetable, and without monopolizing the attention of top management for a protracted period.

Morse, Barnes-Brown & Pendleton has significant experience in structuring and negotiating equity investments in emerging companies, both as company counsel and as investor counsel. This experience includes closing initial rounds of seed capital from high-net-worth individuals and early-stage venture capital funds, closing large initial rounds of venture capital from domestic and foreign venture capital firms and other institutional investors, closing subsequent follow-on rounds of venture capital, as well as assisting with complex recapitalizations and convertible note transactions. Since the firm’s inception, we have assisted our clients in raising over $1 billion in venture capital.

With our senior-level approach to transactional work, we are able to provide our clients with responsive service with the necessary expertise to move deals forward efficiently and cost-effectively. We view our role as collaborative with our clients and strive to meet our clients’ business objectives and goals with respect to financings by providing practical advice. Our collective extensive experience allows our attorneys to advise our venture capital clients on standard terms and current market trends in venture capital transactions.

Our clients choose us for our specific expertise in the structuring, negotiation and documentation of:

• Preferred stock purchase agreements, charter documents and ancillary documents including preferred stock terms, anti-dilution adjustment provisions, shareholder agreements and voting agreements
• Vesting agreements relating to founders’ stock, employment agreements and compensatory stock plans and related agreements
• Technology protection mechanisms, including employee trade secrets, nondisclosure and intellectual property assignment of rights agreements.

Based upon consistently successful representations over many years on both sides of the venture capital financing process, we offer a proven combination of technical expertise and a sense of the practical ramifications of venture capital investments that will enable companies and investors to consummate transactions expeditiously and efficiently.

As part of the investment process we work with our venture capital clients to conduct intellectual property assessments of target companies, with a particular focus on identifying business risks relating to patent infringement and freedom to operate, and analyzing the relative strength of the target company’s intellectual property.

For more information on your venture capital needs, please contact Mary Beth Kerrigan or Jonathan Gworek.