Practice/Industry Group Overview
Edwards Wildman’s SBIC practice provides a full range of counseling services to SBICs in both the pre-licensing and post-licensing arena. Practice group members possess experience in this unique area of the law and work closely with lawyers from other practice groups within the firm, including corporate, securities, tax, employment, environmental and intellectual property. Many of these lawyers are certified public accountants, MBAs, or have significant outside business experience. We have worked with a number of venture capitalists to form Small Business
Our lawyers assist in the preparation and documentation of the Management Assessment Questionnaire ("MAQ"), License Application, Business Plan and related offering documents required in the licensing process. Our experience working with SBICs and our skills at offering innovative business solutions ensure that the licensing process will be managed efficiently and cost-effectively.
Our services continue after the license has been issued. Members of the Edwards Wildman SBIC practice group work with the SBIC in its ongoing investment activities and compliance obligations. We work with the newly licensed SBIC to structure, negotiate and document the investment, in order to meet its SBA compliance obligations and capitalize on its investment strategies. We take special pride in our excellent working relationship with the Small Business Administration (SBA) and the National Association of Small Business Investment Companies (NASBIC). Guided by the philosophy that whenever possible it is better to prevent a problem than deal with one after it arises, we strive to keep our clients advised of developments in this fluid field.
On the investment side, we also represent numerous venture capital firms, several of which have formed drop-down, or side SBIC, funds. We advise on the formation of investment vehicles and in structuring the inter-relationships among the investment vehicles, their investor partners and the portfolio companies. Edwards Wildman has particular skill in the structure, documentation and negotiation of investments in portfolio companies. Our venture capital clients also rely on us to assist in exiting their investments.
Venture Capital Practice
Edwards Wildman has developed substantial experience in private placements of securities. We act as issuer’s counsel in private placements for a number of corporations, partnerships and limited liability companies in a wide variety of industries including companies involved in e-commerce, biotechnology, manufacturing, distribution, health care and financial services. We assist entities in all stages of capital development from formation to later stage venture capital financing, initial public offerings and workouts.
Our lawyers also counsel a number of venture capital funds and private and institutional investors. Members of our venture capital group have been involved in all stages of investment activity on behalf of venture capital firms and investors, from structuring early-stage financing to implementing exit strategies.
Edwards Wildman’s corporate practice lawyers represent purchasers and sellers in the acquisition, recapitalization and disposition of businesses. Many of these transactions have involved special regulatory issues and innovative structures. Typically, our lawyers draft and negotiate acquisition or disposition documents, organize transaction structures, analyze tax implications, conduct due diligence and assist with other aspects of a transaction. We are prepared to accomplish all aspects of any given transaction necessary to meet our client's goals. We have also worked successfully with company counsel in completing selected aspects of transactions or in assisting with closing previously negotiated transactions.
Articles Authored by Lawyers at this office:
Courts Weigh in on NSA Bulk Telephony Metadata Program
Lawrence R. Freedman,Ari Z. Moskowitz, January 07, 2014
In December, two federal courts weighed in on the NSA’s bulk telephony metadata collection program, under which the agency collects from U.S.-based telephone companies, and stores, the metadata of telephone calls - such as numbers dialed and received and the length of calls. The courts came...
SBA Issues Proposed Rule Permitting SBICs to Invest in Double Holding Companies
Christopher J. Douglass,Alan B. Roth,Michael R. Wilson, January 03, 2014
On December 23, 2013, the U.S. Small Business Administration (“SBA”) issued a proposed rule to revise the Small Business Investment Company (“SBIC”) regulations regarding investments in passive businesses and the use of double holding companies in structuring SBIC...
Bills Introduced in Congress Addressing Online Video Distribution, Sports Blackouts
Seth A. Davidson,Arthur H. Harding, November 21, 2013
On Tuesday, November 12, 2013, Senator Rockefeller (D-WV), chairman of the Senate Commerce Committee, introduced the “Consumer Choice in Online Video Act” (CCOVA). Also on November 12, 2013, Senators Blumenthal (D-CT) and McCain (R-AZ) introduced the “Furthering Access and...
Who Owns a Bribe?
James Maton, November 15, 2013
A public official receives a bribe to award a contract. Does the bribe “belong” to the official or to the state that he or she represents? The answer to the question can matter a great deal to the success of a claim. But the issue is controversial and the answer unclear in English law....
London Court Decides Loan Agreement Bans LIBOR Manipulation
Rod J. Cowper, October 07, 2013
The Commercial Court in London has accepted that a term is to be implied into an agreement between a LIBOR reporting bank and its customer that it would not seek to manipulate LIBOR: Deutsche Bank AG v Unitech Global Ltd  EWHC 2793 (Comm).
Employee Shareholders - UK Capital Gains Tax Exemption for Employee Shares
Shawn E. Atkinson,Michael McCormack,Andrew Overend,David Ramm, October 03, 2013
On 1 September 2013, the Growth and Infrastructure Act 2013 (the GIA) came into force in the UK bringing with it a new statutory employment status, namely the ‘employee shareholder’. The GIA provides that, through agreement with his employer and for no financial consideration (although...
Employer-Sponsored Health Plans and SEPT. 23 HIPAA DEADLINE: Time for a Tune Up?
Theodore P. Augustinos,Mark E. Schreiber,David S. Szabo, October 03, 2013
Self-insured employer health plans, whether administered by the sponsor or by a third party administrator (TPA), need to be in compliance with the amended HIPAA rules, effective September 23, 2013. That date has now passed and not all employers with self-insured plans are aware of their obligations...
SBIC Debentures Remain an Inexpensive Source of Capital Despite Pricing Increase
Kate L. Price,Alan B. Roth, September 24, 2013
The September 2013 pooling of Small Business Investment Company (“SBIC”) debentures was priced at 3.644%. This most recent semi-annual pricing of SBIC debentures reflected an increase to the March 2013 pricing of 2.351%, but it is still well below the historical average rate for SBIC...
A New Player in Town: Domestic Anti-Bribery Enforcement by China
Kenneth Choy,John Yiu, August 07, 2013
Anti-corruption has in recent years consistently topped the list of hot topics in Asia, with the implementation of the UK’s Bribery Act and the perception of increasingly aggressive enforcement of the Foreign Corrupt Practices Act by the US. The focus to date, however, has largely been on the...
First Circuit Holds That Private Equity Fund is a Trade or Business Subject to Potential ERISA Control Group Liabilities; Broader Tax Consequences Possible
Lori A. Basilico,Benjamin Ferrucci,Karl P. Fryzel,Scott J. Pinarchick, July 31, 2013
Last week, reversing a decision of a federal district court in Massachusetts, the First Circuit held, in Sun Capital Partners III, LP et al. v New England Teamsters & Trucking Industry Pension Fund et al., that a private equity fund qualified as a “trade or business” and may be...
SBA Modifies Procedures for the Prepayment of SBIC Pooled Debentures
Christopher J. Douglass,Alan B. Roth,Tamer Tullgren, July 30, 2013
On July 25, 2013, the U.S. Small Business Administration (“SBA”) issued a notice to Small Business Investment Companies (“SBICs”) that the procedures to prepay pooled debentures are being changed starting with the next semi-annual payment date on September 1, 2013.