Practice Areas & Industries: Saul Ewing LLP

Practice/Industry Group Overview

We understand that emerging companies have unique expectations of their legal team. From raising capital and forming a business entity to developing a business plan, recommending advantageous tax structures and hiring the right people, emerging companies face numerous challenges. Not surprisingly, one of the first priorities for any start-up is selecting legal counsel. Attorneys in the Venture Capital/Private Equity Practice Group represent start-up companies in numerous industries, including life sciences, technology, energy, telecommunications, publishing and manufacturing, as well as venture capital and private equity firms, private investors and their portfolio companies, and strategic investors of all kinds.

Services Available

How We Serve Emerging Companies

Saul Ewing attorneys facilitate the entire process of creating and developing an emerging business, from:

• Protecting the intellectual property owned or managed by the client
• Choosing the best business entity to achieve goals and minimize taxes
• Forming the entity and establishing a management structure
• Negotiating the rights and obligations of the equity owners
• Securing venture capital and other sources of funding
• Establishing employment and compensation arrangements
• Negotiating leases and incubator service agreements
• Assisting in the creation of advisory boards
• Negotiating and drafting strategic alliance and joint venture agreements

Once your start-up has matured, we continue to provide legal counsel on numerous business matters including:

• Protecting human capital and business assets
• Protecting intangible assets through U.S. and international patent prosecution, conducting domain name reviews, registering trademarks and copyrights, and preparing hosting, co-location, advertising, content and linking agreements
• Assisting with employee non-competition and confidentiality agreements
• Helping establish and negotiate adequate insurance and other safeguards
• Executing business plans • Enforcing and defending our clients’ rights
• Managing growth through outsourcing, joint ventures, mergers and acquisitions, and other avenues to global expansion
• Negotiating and preparing software development agreements, software licenses, Internet service and web hosting, and technology transfer agreements.

When the time is right, we help develop, plan and implement a sale, an IPO or another exit strategy in the most tax efficient manner as possible.

How We Serve Venture Capital Firms

Saul Ewing attorneys are knowledgeable about and experienced in handling a wide range of issues relevant to venture funds and commercial transactions involving technology companies, including:

• Performing intellectual property due-diligence on intellectual property owned by portfolio companies or potential portfolio companies
• Assisting with fund formation and structuring
• Establishing governance of corporations, LPs and LLCs
• Advising clients on public and private securities investments (representing investors and selling shareholders)
• Negotiating, documenting and closing public and private mergers and acquisitions
• Representing clients in downrounds, workouts and reorganizations
• Protecting clients’ rights in connection with public offerings of their portfolio companies
• Advising clients with regard to state and federal pass-through and partnership income taxation, including UBTI income tax issues and blocker entities
• Advising on equity formation and capitalization

Why Saul Ewing

• Saul Ewing's Venture Capital/Private Equity Practice Group combines legal and technological expertise with a practical understanding of business challenges facing emerging companies.
• We use a team approach to client service, drawing experience from several Saul Ewing practice areas, including Tax; Intellectual Property and Technology; Mergers and Acquisitions; Labor, Employment, and Employee Benefits; Corporate Governance, and Litigation, depending upon the needs of the particular client and transaction.
• We are one of the founding sponsors of the annual Incubator Company of the Year Awards, an event that showcases Maryland’s thriving incubator community.
• We are active in the Mid-Atlantic technology market and participate in key organizations, including the Biotechnology Council of New Jersey, Entrepreneurs Forum of Greater Philadelphia, Mid-Atlantic Capital Alliance, Greater Baltimore Technology Council, High Technology Council of Maryland, Maryland Technology Development Corporation (TEDCO), Northern Virginia Technology Council, Technology Council of Central Pennsylvania, Eastern Technology Council, Pennsylvania Bio and New Jersey Technology Council. These strong ties have resulted in strong, productive relationships with venture capital funds, angel investors, state agencies, and other sources of funding throughout the region for start-up and growing technology companies.

Representative Matters

• Represented Supernus Pharmaceuticals in a $75 million royalty stream financing deal placed by Morgan Stanley, enabling Supernus to continue growing its drug portfolio to treat the central nervous system (2008)
   
• Represented Argosy Partners in a private equity investment to facilitate a management buyout (MBO) of the assets of Thermacore, Inc., a designer, developer and manufacturer of electronics cooling products for the military, aerospace, medical, server and telecommunications markets, from Modine Manufacturing Company (2008)
   
• Represented Equa Water in a $9 million Series A financing to produce spring water bottled in Brazil and sold in the United States (2008)
   
• Represented Philadelphia Renewable Energy in its Series A Venture Capital financing from Wayne, PA-based EnerTech Capital to fund Philadelphia Renewable Energy’s plan to develop a system to cultivate, harvest and process algae into fuel for generation of electricity and other uses (2008)
   
• Represented Profectus BioSciences in an $8.5 million Series B Preferred Stock Financing (2008)
   
• Represented web-hosting provider Alabanza in the sale of its subsidiary, BulkRegister LLC, to Demand Media (2007)
   
• Represented Supernus Pharmaceuticals Inc. in its buy-out from Shire and in its $50 million venture capital financing; also in several licensing agreements (2007)
   
• Represented ABS Capital Partners in its $20 million investment into JetDirect Aviation, LLC to provide acquisition financing for the company's purchase of Sentient Jet, Inc. (2007)
   
• Represented Edison Venture Fund in its $4 million investment in Optinuity for expansion and development initiatives (2007)
   
• Represented NeoDiagnostix, Inc. in its $1.1 million Series A Unit Offering (2007)