Practice Areas & Industries: Edwards Wildman Palmer LLP


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Practice/Industry Group Overview

We understand the specific needs of entrepreneurs. We also understand the extraordinary passion that innovators bring to their ideas and their need to build value quickly. Our start-up clients demand practical, cost-effective and strategic advice on many critical issues including, company structuring, fund raising, employment issues, equity compensation, intellectual property protection, licenses and collaborations, web site privacy statements and terms of use, and data security regulations. Our mission is simple. From incorporation through important milestones, we strive to create value by providing superior legal advice and business counsel to protect and advance the interests of our clients. Our culture of respect and professional excellence are key factors in how we respond to our clients' needs.

We have a strong commitment to supporting entrepreneurs and innovators who are looking to start and grow new businesses. We also recognize that the cost of high-caliber legal services – an essential component in building the foundation of a strong business – can be daunting. With that in mind, we provide substantive assistance to promising entrepreneurs and innovators through our HIT (Helping Innovators Thrive) program and through our support of community entrepreneurial programs.

Our focus on assisting innovators involves many of our core practice areas:

We help companies build a solid legal foundation from the beginning and avoid potentially costly early mistakes. Attention to a start-up’s business structure should be viewed as an investment in its future which often pays off when a company raises institutional funding, goes public or is sold. Among other things, this includes advising, negotiating and preparing documents regarding:

  • company formation
  • agreements among founders and advisors
  • securing protection of intellectual property rights
  • seed, angel and venture fundings
  • employment, compensation and stock option plans
  • compliance with securities laws, privacy and other applicable laws
  • license, collaboration and technology transfer agreements (including university license agreements)
  • operational matters, such as leases and consulting agreements

Capital enables growth. Start-ups may require angel and several rounds of external financing before they are self-funding or able to reach a liquidity event. We understand the need to balance aggressive protection of founders’ interests with preservation of the long-term relationship with the venture capitalists. We keep up with state-of-the-art financing terms and provide value in negotiating the term sheet and principal documentation to make sure the deal gets done efficiently and effectively. We know what the VCs’ concerns will be and can anticipate issues and their resolution. Our relationships and connections in the entrepreneurial and investment communities are extensive. Where appropriate, we provide valuable introductions and opportunities for our clients. As a result, we’ve been able to do more than just advise clients – we’ve helped them open doors that directly resulted in growth.

Licensing, Collaborations and Strategic Alliances
Securing customer contracts and strategic relationships is the lifeblood of our clients. We facilitate our clients’ growth by learning about their industry, understanding their needs and acting as a true business partner in helping to structure, negotiate and close these arrangements. This means seeking to maximize value for our start-up companies while at the same time protecting their assets. We have more than 50 patent professionals with advanced degrees and a dedicated group of more than 25 lawyers focused on licensing, collaborations and technology transfer. We are fully equipped to assist in important revenue-facilitating transactions, including licensing, distribution, SaaS, hosting, supply chain, manufacturing, end-user, reseller and OEM agreements. We also counsel private companies on joint ventures, collaborations, development and service agreements.

Protection of Intellectual Property
Intellectual property is often an innovator’s most valuable asset. Early legal guidance is critical to protect fully this asset and to maximize a company’s value. Our lawyers rely on their extensive knowledge of intellectual property law to accomplish this goal. We work together with our clients to develop intellectual property strategies that will ensure their needs are met, taking into account their future plans for development and property rights they will need for success. We prosecute patents and aggressively litigate patent disputes. We also implement intellectual property protection programs within an organization.

Our activities in intellectual property include:

  • Investigating the ownership of the founding technology to ensure it is clean
  • Registering critical trademarks and training employees on their proper use
  • Developing an effective patent strategy and identifying and prosecuting patents
  • Advising on procedures for protecting trade secrets and other intellectual property
  • Engaging in IP litigation to secure or defend rights
  • Counseling on open source and other cutting-edge issues

Preparing for Liquidity
Liquidity is an important goal of many of our growth company clients and their investors. We understand the importance of planning ahead for success. While we are helping the entrepreneur deal with the business at hand, we also keep focused on the ultimate goal to make sure the company is well prepared for an ultimate sale, IPO, or other liquidity event. Many decisions encountered in the early stages of the company’s life will affect the ultimate liquidity transaction, such as:

  • Proper handling of “cheap stock,” auditor independence and other accounting matters
  • Documenting all sales of stock with appropriate offering materials and filings
  • Establishing internal controls and corporate governance procedures, and addressing other Sarbanes-Oxley issues
  • Negotiating liquidation preferences, control provisions, preemptive rights, and drag alongs and tag alongs

Because of our significant experience with public offerings and change-in-control transactions, our advice maximizes the likelihood that the liquidity transaction will be smooth and efficient and provide the most value for the shareholders.

Our tax lawyers are an integral part of the firm’s preeminent private equity and venture capital practice. Our depth of experience enables us to provide practical solutions to novel and critical deal issues on a regular basis.Our tax lawyers guide entrepreneurs through the complex web of tax laws from the first steps of organizing a new business entity through the various financings of the enterprise and the expansion of the business both in the United States and in foreign countries. When the opportunity for a liquidity transaction arises, we provide approaches to acquisition structures with a view to successful, tax-efficient and flexible exit transactions.

Executive Compensation and Benefits
We consider a competitive compensation and employee benefits package an integral part in attracting and retaining key talent for a growing company. We work closely with our clients to structure and negotiate executive employment agreements and on the design and implementation of other executive compensation arrangements including incentive compensation plans, bonus opportunities, stock options and other equity-based compensation programs, SERPs, and other non-qualified deferred compensation arrangements. As the company grows, we provide practical advice on establishing and administering qualified retirement plans, such as 401(k) and profit sharing plans, health and welfare plans and cafeteria plans for a more complex workforce.

Cross Border
We represent clients worldwide. The firm has an interdisciplinary group of internationally-experienced lawyers, spread throughout its offices. We pride ourselves in providing seamless, comprehensible, cross-border advice, bridging legal systems, customs, languages and terminology. The team understands the operational needs of established global businesses, as well as the needs of companies taking their initial step outside their home country. Our clients recognize and rely on our ability to effectively bring together appropriate parties from opposite ends of the earth.

Our Edwards Wildman Palmer LLP entrepreneurial programs and community involvement support innovators worldwide

HIT (Helping Innovators Thrive)
The Edwards Wildman Palmer LLP HIT program is a $2 million annual commitment by the firm to help promising young companies and entrepreneurs with innovative technologies or innovative business models by providing flexible billing arrangements in the form of discounts, deferrals and grants of legal services. HIT arrangements have been entered into with clients in most of the firm’s offices. Our HIT clients include: an obesity drug company; a company developing technology to manufacture plastics from non-petroleum based, sustainable, biodegradable resources; a popular social media Web site used by students in over 300 universities; a company that has developed an innovative funding model for the agricultural industry; a social enterprise company that develops solutions to minimize the presence of counterfeits in emerging markets; and a company providing social networking-based online health and wellness services.

Women’s Business Collaborative
The Women's Business Collaborative has been providing women with tools for success since 1996.  The WBC was formed in response to our women clients' desire to meet and connect with other women professionals.  The WBC is all about business generation among women, women lawyers, women decision makers, women entrepreneurs and women business owners, and as our firm grows, so does our women's network.  We seek out and participate in leadership, public speaking and business and network development opportunities in our markets and communities.  The WBC has a core commitment to helping women thrive in business.  We believe that an effective way to do this is to provide a meeting place for women professionals to connect and share ideas for professional advancement and business generation.  We reach out to women professionals, welcoming them into a culture of support, respect and professional excellence.

Support of the Entrepreneurial Community
Embedded in our culture is a strong tradition of supporting entrepreneurs and the organizations which further their growth and community. Examples include:

  • the Connecticut Technology Council;
  • MIT Enterprise Forum;
  • Betaspring;
  • the Florida Venture Forum;
  • a joint endeavor with the Technology Transfer office of University of Florida (Gainesville) designed to commercialize university technology through for-profit entrepreneurial start ups (a similar initiative is underway in Delaware);
  • the Startup Leadership Program, a nine month long fellowship program providing hands on workshops and seminars to first time and future CEOs
  • TiE (The Indus Entrepreneurs) Boston, a “comprehensive eco-system” benefiting entrepreneurs;
  • Angel’s Den, a UK-based initiative which educates and facilitates networking among investors who want to invest in new businesses, and its affiliate, Angel's Lounge, which specifically targets women investors.

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