Practice/Industry Group Overview
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.
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;
- 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.
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.