Practices |

Venture Capital

Putting Capital to Work

Our team of attorneys has significant experience both as company counsel and as investor counsel in structuring and negotiating venture capital investments.

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Our experience includes initial rounds of seed capital from early-stage venture capital funds structured as both equity and debt, first institutional rounds of venture capital from foreign and domestic venture capital firms and strategic investors, subsequent follow-on venture capital rounds including convertible debt bridge rounds, and complex recapitalizations.

Since the firm’s inception, we have assisted our clients in raising over $1 billion in venture capital.  For many years, we have been ranked as one of the region’s top law firms in completing venture capital transactions and in representing venture-backed companies, and are fortunate to have on our team nationally-recognized VC attorneys. 

We recognize that raising capital efficiently without monopolizing the attention of a company’s management team is an essential element in the success of a growing company.  Our approach to transactional work allows us to provide our clients with responsive service and the necessary expertise to close venture capital deals efficiently and cost-effectively. We collaborate with our clients, striving to meet our clients’ business objectives by providing practical advice. Our extensive collective experience and our detailed review of Delaware preferred stock terms allow us to advise both venture capital firms and companies raising funds regarding standard market terms and conditions in venture capital transactions.  We find that working with both companies and venture capital firms allows us to bring the knowledge and perspective of one party to bear for the benefit of the other.  We are also well versed in the myriad corporate governance issues that may need to be addressed when closing venture capital transactions, including managing through complex stockholder approval requirements and delicate fiduciary duty considerations in the context of down-round financings and recapitalizations.

As part of the investment process, we offer our clients an interdisciplinary approach and regularly collaborate with our other practice groups, including labor and employment, intellectual property and privacy.  For example, on our clients’ behalf, we often conduct intellectual property assessments of target companies, identifying business risks relating to patent infringement and freedom to operate, and analyzing the relative strength of the target company’s intellectual property.

Based upon our history of successful representations on both sides of the venture capital financing process, we offer our clients a proven combination of technical expertise and real insight into the practical ramifications of venture capital investments, enabling companies and investors to complete transactions expeditiously and efficiently.


Morse, Barnes-Brown & Pendleton, PC has received "Best Law Firms" Tier 3 - Boston and Tier 3 - National rankings by “Best Law Firms” in Venture Capital Law by U.S. News –  2017.

Representative Matters:

  • Represented Cristcot Inc., a leading provider of patented, alternative drug delivery systems, in its $3.2 million follow-on Series A Preferred Stock financing from various angel investment funds and family offices.
  • Represented Virgin Pulse, Inc., a habits-focused, corporate wellness company, in connection with venture capital financing from investors including Insight Venture Partners and Virgin Group.
  • Represented Brightwurks, Inc. (d/b/a Help Scout), a provider of Web-based help desks to assist companies in delivering outstanding customer support, in connection with its Series A investment, led by the Foundry Group.
  • Represented Agrivida, Inc., a biotechnology company developing integrated enzyme solutions for the animal nutrition and health, energy and consumer products industries, in connection with several rounds of venture capital financing from investors including ARCH Venture Partners, Cultivian Sandbox Ventures, Kleiner Perkins Caulfield & Byers and Bright Capital.
  • Represented Yottaa, Inc., a Boston-based cloud software company that optimizes web and mobile applications for companies to maximize user experience, in connection with several rounds of venture capital financing from investors including Cambridge West Ventures and Intel Capital.
  • Represented Seatwave Inc., an online ticket marketplace for buying and selling tickets to music, sporting and cultural events (acquired by Ticketmaster), in connection with several rounds of venture capital financing from investors including Accel Partners, Atlas Venture, Fidelity Ventures and Mangrove Capital Partners.
  • Represented Kepha Partners, a Boston venture capital firm focused on pre-seed, seed and Series A companies, in connection with its investments in various portfolio companies.
  • Represented Shareaholic, Inc., a premier all-in-one content amplification and monetization platform, in connection with several rounds of venture capital financing from investors including General Catalyst and NextView Ventures.
  • Represented Adapteva, Inc., a semiconductor company that has developed the world’s most-energy efficient and scalable multicore processor chip designed for parallel computing, in multiple rounds of financing from investors including Carmel Ventures and telecommunications firm Ericsson.
  • Represented 212 Capital Partners, one of Turkey’s leading early-stage venture capital funds, in connection with its investment in Solvoyo, a leading cloud-based SaaS provider of supply chain planning and optimization solutions.
  • Represented Silverlink Communications, Inc., a proven leader in engagement management technology for healthcare organizations, in connection with several rounds of venture capital financing from investors including Sigma Partners and HLM Venture Partners. 
  • Represented V.I. Laboratories, Inc., a tech company that sells software to help companies recover lost revenue due to software piracy, in connection with several rounds of venture capital financing from investors including Ascent Venture Partners, Core Capital Partners and Rockford Capital.
  • Represented Azimuth Systems, Inc., a leading provider of automated, real-world mobile performance test solutions, in connection with several rounds of venture capital financing from investors including North Bridge Venture Partners and Kodiak Venture Partners.
  • Represented Avalon Ventures, an early-stage venture capital firm focused on investing in information technology and life sciences companies, in connection with its investments in various portfolio companies.
  • Our Journey with Help Scout
    8/26/2015

    When Help Scout “graduated” from its incubator, MBBP directed its transition to a Delaware corporation. After raising seed funding from angel investors, Help Scout was ready to seek institutional financing, so MBBP steered the company through a Series A financing.

  • From MIT to the Emmy Awards with iZotope
    6/10/2015

    iZotope has grown impressively from a handful of founders to over 100 employees. As an integral part of their team, MBBP helped guide them through the stages of their business life cycle, leading to their steady success.