Practice Areas & Industries: Sutherland Asbill & Brennan LLP


Venture Capital & Early Stage Finance Return to Practice Areas & Industries

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Practice/Industry Group Overview

A new company’s success hinges on its legal team as well as on management. Our cradle-to-grave approach unites legal and business goals.

Sutherland's venture capital and early stage financing practice takes a cradle-to-grave approach with each investment. This holistic view ensures not only that formations and early stage financings are properly designed, but also that we structure and plan for any future liquidity event to maximize an easy and speedy exit. Sutherland's lawyers regularly represent private equity funds. We also routinely represent companies looking for debt or equity financing. Having worked both sides of the transaction, our lawyers bring a comprehensive and practical understanding to venture financing.

Our role as legal and business advisers is to support our clients' growth and achievements. We have numerous relationships with angel investors, venture capitalists and investment bankers, and can facilitate introductions. We serve as primary counsel in many M&A deals, venture financings, private placements, IPOs and restructurings. We help structure a deal to make business sense, ensure our clients understand the transaction and its risks from a legal perspective, and then work hard to close quickly.

To provide the most value, our lawyers stay on the leading edge of the business and legal issues facing our clients. Our team is experienced in corporate, securities, finance, intellectual property and tax law as well as litigation. For many of our clients seeking venture capital and early stage financing, their business is built on intellectual property that must be protected and maximized to create business value. Our IP lawyers have extensive backgrounds in protecting a range of technologies, prosecuting many successful patent and trademark applications with the broadest protection possible.

Why Sutherland
Cradle-to-grave approach.
Our relationships with clients run the entire life cycle of their investment. We structure a deal from the very beginning with an eye to how it will all end up.

Diverse clients. We work with all sorts of companies, from promising start-ups to established domestic and international entities. Some are household names, others will be. We are sensitive to the needs and concerns of each as a unique business.

High-tech savvy. We have worked in all aspects of life sciences including biotechnology, bioinformatics, tissue engineering, cellular therapies, agriculture, remediation and biomedical devices. Our lawyers have experience in computer hardware and software, as well as e-commerce, Internet technologies, multimedia and telecommunications.

Technology and tradition. In addition to aiding firms in the tech field, we assist companies such as restaurant chains and consumer goods businesses in the traditional economy that are looking at e-commerce initiatives or considering the acquisition of significant technology and services. In the 21st century economy, every company is, at least in part, a technology company.

Partnership. We know how to foster our clients' development and success by becoming thoroughly familiar with their technologies, businesses and goals, and we help them to understand the many ways they can thrive. We realize that counseling clients means putting ourselves in their shoes, not merely advising them on legal issues.

Nuts and Bolts
Our legal team is well-versed in business issues as well as the relevant legal knowledge in:

  • Wireless technology
  • Telecommunications
  • Biotechnology and medical devices
  • Healthcare
  • Pharmaceuticals

Drawing on our knowledge and relationships, we advise clients in a number of areas, including:

  • Business formation, structuring and restructuring
  • Capital raising including angel and venture funding
  • IPOs and securities
  • Mergers and acquisitions
  • Portfolio transactions
  • Joint ventures and strategic alliances
  • Patent prosecution and protection of intellectual property
  • Freedom to practice opinions
  • Infringement analysis and business strategy
  • Licensing and other technology transfers
  • IT outsourcing, distribution and procurement
  • International expansion
  • Employment agreements and stock based plans
  • Litigation, including patent litigation
  • Tax and real estate matters

Sutherland's capabilities and experience:

  • Formation and related issues:
    • Analysis and structuring of the venture
    • Initial stock issuances
    • Buy-sell agreements
    • Governance issues
    • Counseling regarding state and federal funding programs
  • Finance and strategic alliances:
    • Angel and bridge financings
    • Traditional venture-backed preferred stock financings
    • Private placements
    • Recapitalization financings
    • Joint ventures
    • Strategic alliances
  • Executive compensation and option planning:
    • Non-competition agreements
    • Stock option plans
    • Option agreements
    • Employment and consulting agreements
    • Deferred compensation and incentive bonus agreements
  • Intellectual property matters:
    • Patent prosecution
    • Trademark and copyright
    • Trade secrets
    • IP licensing
    • Risk analysis
    • Patent enforcement
    • IP opinions
  • Representation of public companies:
    • Public securities offerings
    • PIPEs
    • Secured and unsecured credit arrangements
    • Leveraged lease transactions
    • SEC compliance, including Sarbanes-Oxley
  • Mergers, acquisitions and reorganizations:
    • Merger and acquisition transactions
    • Letters of intent
    • Due diligence matters
    • Joint venture agreements
    • Tax and securities law analysis
    • Proxy and information statements
    • Asset purchase agreements

Take Action
Sutherland's venture capital and early stage financing practice takes a cradle-to-grave approach to each investment and marries first-rate understanding of the relevant law with technological expertise and business acumen. The result is a team capable of unlocking the commercial benefits of early stage businesses.

Selected Experience
Sutherland represents specialty pharma company in $7.9 million VC investment.
Our firm assisted an early stage specialty pharmaceutical company working on antiviral therapeutics in securing a $7.9 million venture capital investment.

Sutherland counsels technology venture capital fund in portfolio company investment and financing.
We are representing a technology-focused venture capital fund in its investments in, and financing and divestitures of, a number of portfolio companies.

Medical device start-up seeks Sutherland advice on VC investments and licensing arrangements.
Sutherland represents a new medical device company in venture capital investments and licensing matters. The company develops wireless fetal monitors for at-risk expectant mothers.

Articles Authored by Lawyers at this office:

The Division of Investment Management Clarifies Certain Positions Regarding the Applicability of Rules 3-09 and 4-08(g) of Regulation S-X to BDCs
Steven B. Boehm,Cynthia M. Krus,John J. Mahon,Harry S. Pangas, October 25, 2013
The U.S. Securities and Exchange Commission (“SEC”) Division of Investment Management recently published written guidance (see link below) on rules that require that certain financial information be included pertaining to unconsolidated subsidiaries to portfolio companies of business...

Payment Processors as CFPB "Chokepoints"
Keith J. Barnett,B. Knox Dobbins,Robert J. Pile,Marc A. Rawls,Lewis S. Wiener, October 11, 2013
This is how senior officials at the Consumer Financial Protection Bureau (CFPB or the Bureau) referred to payment processor Meracord, LLC and its owner and CEO upon the October 3, 2013 announcement of a consent judgment imposing a $1.376 million joint and several civil money penalty. The penalty,...

CFTC Issues No-Action Relief and Interpretive Guidance Related to SEFs
James M. Cain,Jacob Dweck,Daphne G. Frydman,Catherine M. Krupka,David T. McIndoe, October 03, 2013
As the date for compliance with swap execution facility (SEF) registration requirements approached, the Commodity Futures Trading Commission (the CFTC or Commission) issued a number of no-action letters and interpretive guidance regarding the obligations of market participants, intermediaries,...

The SEC Issues Formal Guidance Involving Financial Information Requirements for Certain Portfolio Companies of BDCs
Steven B. Boehm,Cynthia M. Krus,John J. Mahon,Harry S. Pangas, October 03, 2013
The U.S. Securities and Exchange Commission (SEC) Division of Investment Management recently published formal guidance (see link below) applying rules that require the inclusion of certain financial information on unconsolidated subsidiaries to portfolio companies of business development companies...