Practice Areas & Industries: Fulbright & Jaworski L.L.P.

Practice/Industry Group Overview

Fulbright & Jaworski enjoys a superior national reputation for our representation of venture capital firms and technology companies.

Fulbright's Venture Capital Practice Group represents many venture capital organizations and other private equity firms - independent groups and groups affiliated with large investment banking houses and industrial concerns - in their fund formations and portfolio company investment activities.

Fulbright & Jaworski has an extensive practice in providing sophisticated counsel to venture capital and other private equity funds in connection with their investment activities. With a track record of success and a wealth of experience, our Venture Capital Practice Group has the knowledge, volume and market presence to position Fulbright as one of the foremost authorities in the structuring and closing of venture capital investments.

The volume of venture capital financings we close each year and our familiarity with emerging trends in the industry enable us to assist our clients in offering and obtaining current, competitive financing terms. From the structuring of bridge loans through the sophisticated negotiation of later-stage financings, our attorneys provide advice that positions clients to close transactions swiftly and efficiently.

In conjunction with our Intellectual Property and Technology Department, our venture capital attorneys assist clients in their due diligence review of corporate, patent and other intellectual property and other issues in connection with potential investments. Our familiarity with the business and long-standing contacts in the venture capital and investment banking fields enable us to provide deal flow to venture capital firms and assist companies in obtaining introductions to financing sources.

Fulbright was one of the first law firms to became heavily involved in the formation of domestic and offshore venture capital funds and our model portfolio company investment agreements formed the basis of many of the agreements used in today's venture capital industry.

Services Available

We represent sponsors of venture capital funds in their capital-raising and investing activities as well as emerging growth companies seeking venture capital financing. We have practiced actively in the venture capital area for over 30 years and were one of the early entrants in this field. Our model portfolio company investment agreements formed the basis of many of the agreements used in today's venture capital industry. Accordingly, we bring a vast wealth of experience to these assignments. We provide advice on the structuring of domestic and offshore entities; prepare private placement memoranda and subscription documentation as well as limited partnership agreements and limited liability company membership agreements; negotiate with investors; and structure general partner and investment advisor arrangements. We represent sophisticated institutional investors in funds and our attorneys are knowledgeable about market terms and trends. Additionally, we provide advice in connection with transfers of limited partner interests, distributions in kind, general partner management changes, dissolution and liquidation mechanics. We also represent a number of venture capital-backed portfolio companies in the computer, semiconductor, health care, life sciences, telecommunications and software area.

Fulbright is also one of the foremost authorities in the structuring and closing of venture capital investments. The volume of venture capital financings we close each year and our familiarity with emerging trends in the industry enable us to assist our clients in offering and obtaining current, competitive financing terms. From the structuring of bridge loans through the sophisticated negotiation of later-stage financings, our attorneys provide advice that positions clients to close transactions swiftly and efficiently. Our venture capital attorneys assist clients in their due diligence review of corporate, patent and other intellectual property and other issues in connection with potential investments.

Fulbright & Jaworski regularly represent both sponsors and investors in connection with the establishment of private equity investment vehicles, including leveraged buy-out funds and venture capital funds, both domestic and off-shore. Our team working in this area brings extensive experience in many relevant areas, including partnership and limited liability company law, tax, ERISA, securities, investment companies, and it also brings knowledge of current market conditions and trends to its works.

We also regularly represent institutional investors making investments in the funds. In addition to our work in establishing private equity funds, members of the group are involved regularly in structuring and negotiating the funds' investments. We work with our clients from the beginning to establish clear exit strategies, whether by private sale, initial public offering, merger or acquisition. The transactions range from seed capital and other preferred stock investments to buy-outs of public and private companies, recapitalizations and spin-offs.

Fulbright & Jaworski's very active Venture Capital Practice Group represents sponsors of venture capital funds in their capital-raising activities:

• Providing advice on the structuring of domestic and offshore entities
• Choice of jurisdiction
• Preparation of private placement memoranda and subscription documentation
• Preparation of limited partnership agreements and limited liability company membership agreements
• Negotiations with investors
• Structuring of general partner and investment advisor arrangements

Fulbright provides sophisticated tax and regulatory advice, including issues relating to federal and state securities laws, Investment Company Act of 1940 and Investment Advisors Act of 1940 issues, and tax and ERISA matters. In offering the most thorough representation, we often draw upon the knowledge of other areas within Fulbright, including the Corporate Department, Tax Department and ERISA Practice Group, among others.

The Venture Capital Practice Group represents sophisticated institutional investors in funds and is highly knowledgeable about market terms and trends. Additionally, we provide advice in connection with transfers of limited partner interests, distributions in kind, general partner management changes, dissolution and liquidation mechanics and other ongoing operating issues.

Fulbright & Jaworski represents sponsors of other private equity funds, including buyout funds and hedge funds, and we deal regularly with the ongoing operations of those funds.

Fulbright's Venture Capital Practice Group represents these funds in connection with their portfolio investments and the financing aspects of their transactions, including, the negotiation of the terms of senior debt, subordinated debt and equity financing, as well as exits from investments, whether by sale, merger, joint venture or initial public offering.