The Firm’s private equity and venture capital group consists of lawyers from the Firm’s corporate, tax, intellectual property, real estate, ERISA and environmental groups. Our focus is on developing and maintaining long-term client relationships by offering a combination of world-class legal services and partner-level attention to each of our clients and by providing these services in an efficient manner.

The Firm has broad experience in the representation of funds and other financial investors in domestic and international private equity transactions. Several of our fund clients have used the Firm for more than 20 years, a reflection of the quality of both our clients and the Firm’s legal services. Such representations often draw upon the Firm’s full range of expertise, including the selection of tax efficient entities and capital structures and the preparation and negotiation of acquisition documents, agreements among equity participants, debt and equity financing documentation, equity incentive plans and agreements, employment agreements, employee non-compete, confidentiality and intellectual property assignment agreements, and agreements for the acquisition or licensing of technology.

The Firm also has extensive experience representing venture capital investors. This experience covers the various phases of debt and equity financing, from “angel” round financing through early and late-stage venture capital financing, mezzanine financing, PIPES and public offerings. Our legal team reviews and analyzes the capital structure of the issuer, material agreements, intellectual property and other aspects of the business in the course of the due diligence process, and prepares and negotiates the relevant documentation for all forms of debt and equity capital financing, including convertible debt, convertible preferred stock, warrants and bridge financing.

At the outset of each transaction, we generally establish a multidisciplinary team and, throughout the transaction, provide substantial partner involvement. While larger firms frequently use a more generic “one size fits all” approach to smaller transactions, we develop transaction structures in mid-market deals that are more finely tailored to achieve our clients’ specific objectives. This approach gives our clients the benefit of having more experienced lawyers involved in every significant aspect of their transaction and allows us to better identify and address potential and obscured issues.

While we believe that our transaction approach distinguishes our Firm from others, the baseline criteria for selecting a law firm is the expertise of the firm and its ability to deliver top quality legal advice. We believe that our expertise in all major areas of the law, including private equity and venture capital, allow us to deliver exceptional legal advise and client service.

The Firm has recently represented private equity and venture capital funds in the following representative transactions (dollar amounts represent investment by the client, and do not include other amounts invested in the round of financing):

• The issuance by a digital information archiving company of 1 million shares of Series D Convertible Preferred Stock for US$8 million.
• The issuance by an Internet “dynamic pricing” auctioning site of 3,240,741 shares of Series B Convertible Preferred Stock for US$7 million.
• The issuance by a networked storage technology company of 10 million Series B Convertible Preferred Shares for US$10 million.
• The issuance by an optics research and development company of a Convertible Promissory Note and a Warrant to purchase 64,000 shares of Series B Convertible Preferred Stock in connection with a US$2 million loan facility.
• The issuance by an optical networking technology company of a warrant to purchase 49,197 shares of Series E Convertible Preferred Stock in connection with a US$4.5 million loan facility.
• The issuance by a television broadcast technology company of 1,347,709 shares of Series A Convertible Preferred Stock for US$2 million.
• The issuance by an Internet real estate service company of 208,333 shares of Series A Preferred Convertible Stock for US$2 million.
• The issuance by an Internet telecommunications software and network company of 1,310,044 shares of Series B Convertible Preferred Stock for US$3 million.
• The issuance by an accounting and marketing software company of 677,966 shares of Series A Convertible Preferred Stock for US$2 million.
• The issuance by an Internet networking hardware manufacturer of a warrant to purchase up to 1,957,737 Series B Convertible Preferred Stock in connection with a US$6.3 million loan facility.
• The issuance by an eCommerce company of 500,000 units for US$3 million.
• The issuance by a publicly traded provider of business communications systems and network management tools of 100,000 shares of Series B Convertible Preferred Stock for US$2 million.
• The issuance by a wireless telecommunications company of 280,441 shares of Series C Convertible Preferred Stock for US$1.1 million and of a Warrant to purchase Series C Convertible Preferred Stock.
• The issuance by a building construction technologies company of 600,000 shares of Common Stock for US$3 million.
• The issuance by a physicians services company of 1,849,113 shares of Series A Convertible Preferred Stock for US$3 million.
• The issuance by an educational guidance and planning company of 697,041 Series A Convertible Preferred Stock for US$1.5 million.
• The issuance by a municipal bonds e-trading company of 370,370 shares of Common Stock for US$1 million.
• The issuance by a data networking hardware company of 7,875,000 shares of Series B Convertible Preferred Stock for US$3.5 million.
• The contribution of US$500,000 in a limited partnership interest in a partnership investing in an optical data networking company.
• The contribution of US$1.3 million in exchange for a limited partnership Interest in a partnership in a software company for US$1.3 million.
• The issuance by an eCommerce company of three promissory notes and a warrant to purchase up to 25,000 Common Units in connection with a US$1.5 million loan facility.
• The issuance by a data, voice and video communications services company of 4,166,666 shares of Series B Convertible Preferred Stock for US$5 million.
• The issuance by a provider of information networking for PDAs of 2,083,333 shares of Series A Convertible Preferred Stock for US$2.5 million.
• The issuance by an Internet business portal of 481,846 shares of Series C Convertible Preferred Stock for US$2 million.
• The issuance by an Internet point-of-sale software company of 444,444 shares of Common Stock for US$2 million.
• The issuance by an Internet-based IT equipment lease financing company of 1,666,667 shares of Series A Convertible Preferred Stock for US$1 million.
• The issuance by an Internet Business-2-Consumer technology infrastructure and marketing services company of 2 million shares of Series A Convertible Preferred Stock for US$4 million.
• The issuance by a start-up Internet-based financial services company of 3,300,000 shares of Series B Convertible Preferred Stock for US$3.3 million.
• The issuance by semiconductor packaging company of a US$5 million convertible note and a warrant to purchase up to 500,000 shares of Series B Convertible Preferred Stock in connection with a US$5 million loan facility.
• The issuance by a biometrics-based Internet security company of 2,941,176 shares of Series F Convertible Preferred Stock for US$2.5 million.
• The issuance by high-performance routing solutions company of 240,963 shares of Series B Convertible Preferred Stock for US$2 million.
• The issuance by a satellite company, sensor and information company of a US$5 million convertible note and in connection with a US$5 million loan facility.
• The issuance by a satellite company, sensor and information company of 134,021 shares of Series B Convertible Preferred stock for US$3 million.
• The issuance by a networking hardware company of 4,821,429 shares of Series B Convertible Preferred Stock for US$6.75 million.
• The issuance by a networking hardware company of 1,964,286 shares of Series B Convertible Preferred Stock for US$2.75 million.
• The issuance by an accounting and marketing software company of a warrant to purchase 755,556 shares of Common Stock and of 507,614 shares of Series B Convertible Preferred Stock for US$1 million.
• The issuance by a biometrics-based Internet security company of 1,176,471 shares of Series F Convertible Preferred Stock for US$1 million.
• The issuance by a developer of optical networking equipment and software of 74,107 Class B Units for US$500,000.
• The issuance by an online forum and technical interface company of 160,000 shares of Series B Convertible Preferred Stock for US$2 million.
• The issuance by an Internet media company of 3,333,333 shares of Series A Convertible Preferred Stock for US$3 million.
• The issuance by an on-line intellectual property exchange company of a US$500,000 Convertible Promissory Note in connection with a US$500,000 loan facility.
• The issuance by an on-line intellectual property exchange company of 1,128,415 shares of Series B Convertible Preferred Stock for US$500,000.
• The issuance by an Internet networking hardware manufacturer of US$11,363,636 shares of Series C Convertible Preferred Stock for US$10 million.
• The issuance by a provider of consumer information of 692,000 shares of Series E Convertible Preferred Stock for US$8.65 million.
• The issuance by an Internet information synchronization company of 1,841,621 shares of Series D Convertible Preferred Stock for US$10 million.
• The issuance by an application service provider of 2,377,120 shares of Series B Convertible Preferred Stock for US$3 million.
• The issuance by an optical networking company of 468,750 shares of Series D Convertible Preferred Stock for US$3 million.
• The issuance by an Internet real estate service company of 206,825 shares of Series B Convertible Preferred Stock and a warrant to purchase 60,000 shares of Series B Convertible Preferred Stock for US$2 million.
• The sale by founders of an Internet-2-Consumer technology infrastructure and marketing services company of 500,000 shares of Common Stock for US$1 million.

Partners & Counsel
The following partners and counsel practice in this area:

• Alan Berlin (New York)
• Marco A. Blanco (New York)
• Roman A. Bninski (New York)
• Lawrence Goodman (New York)
• Andrew H. Seiden (New York)
• Peter F. Stewart (New York)
• Rodrigo Valverde (Mexico City)
• Tom Mackay (London)