Startup & Emerging Companies Practice
We begin working with clients at formation, advising founders on company structure, taxation, employment, technology protection, obtaining financing and corporate maintenance. We help our clients grow by negotiating successful deals and writing agreements that are essential to their business. We don’t view our clients as sources of revenue. We don’t offer (or charge for) unessential advice. We are sensitive to both time and budgetary constraints that emerging growth companies face and try to deliver practical advice that facilitates growth, yet offers protection.
Our familiarity with the qualities venture capital sources seek in the companies in which they invest educates our representation of our emerging company clients. We work hand in hand with founders to position their companies for success in capital formation efforts. We review investment decks, counsel on human resources issues, help to establish solid corporate governance, and assist emerging company clients in establishing the processes necessary to encourage ongoing innovation and growth and attract the investment necessary to leverage their distinctive qualities.
Regardless of whether we’re counseling an early stage venture or introducing capital to worthy investment opportunities, our Startup & Emerging Companies Practice offers advice and service that is creative, practical, and responsive.
Venture Capital & Private Equity Representation
We represent seed, angel and venture capital investors—structuring transactions to position each client for optimal returns from liquidity events and economic protection in non-performing investments. We pride ourselves in having up-to-date market intelligence and relationships in the marketplace and use this knowledge to strategically connect investors and companies.
Most recently our attorneys have represented investors in rounds ranging from seed size convertible note financings through a variety of early and middle-stage priced rounds to late stage growth rounds, including the representation of the lead investors in a $35m Series D financing.
Our attorneys have counseled on financings led by such notable venture capital funds as Andreessen Horowitz, Google Ventures, NEA, The Social+Capital Partnership, Bowery Capital, Maveron, Battery Ventures, Detroit Venture Partners, RRE and Lerer Ventures. We have also counseled private equity financing sources in a variety of transactions.
Corporate & Securities
Capital markets are frequently essential to realization of a company’s near- and long-term growth objectives. Our attorneys have significant experience representing domestic and international issuers, purchasers, underwriters and placement agents in connection with the offering, issuance and sale of substantially all types of securities. Our attorneys have counseled on public offerings and private placements, including placements of debt, convertible debt and equity, under Regulation D, Rule 144 and Rule 144A, as well as placements to foreign investors in compliance with Regulation S.
We leverage our deep and diverse experience in the capital markets area to provide our clients with up-to-the minute intelligence on market terms and trends and are ready to mobilize the practice’s resources on a moment’s notice in recognition of the extraordinary time sensitivity of many financing transactions.
Mergers & Acquisitions
We advise on the full range of merger and acquisition transactions involving domestic and foreign business enterprises at all stages of development. We counsel business enterprises and business owners in a wide range of transactions including mergers, asset purchases, spin-offs and the formation of joint ventures. We routinely collaborate with non-U.S. law firms and corporate development teams in cross-border M&A transactions where the target of the acquisition is a domestic business.
Our clients are often companies and financial sponsors looking to grow strategically through acquisitions or to achieve financial objectives. Our attorneys work closely with specialists in tax, intellectual property, employee benefits, real estate, litigation and bankruptcy to help clients assess opportunities and execute transactions in a timely manner. Our experience in acquisition financings is often of benefit to our clients as well.
Our counsel to company founders and business owners emphasizes certainty of the transaction. We work to minimize post-closing risk to sellers of businesses and strive, through close association with tax and executive compensation counsel, to structure transactions in a tax-efficient manner.
Employment & Business Divorce
Employment matters often involve sensitive and personal issues, and companies and individuals look to Buhler Duggal & Henry for its experience in providing sophisticated and practical advice.
We work closely with clients to ensure effective employment strategies and executive structures for all types of corporate entities, such as partnership, alliance, joint venture, and other structures. We provide counsel on executive compensation, separation and employment agreements, non-competition and other restrictive covenant and trade secret matters involving key personnel, and the full breadth of issues arising from mergers, acquisitions, and corporate restructurings.
We are frequently called upon to represent partners, who are often founders of successful companies, in the profitable dissolution of their professional associations. This multi-disciplinary practice leverages our business savvy and deal making skills as well as our close relationships with specialist litigation counsel. Our clients benefit from a unified approach to resolution of the multiplicity of business, tax and legal issues involved in each business divorce.
Intellectual Property
Intellectual property is a critical company asset, especially for technology companies, so by offering a full spectrum of IP-related services, we ensure that your proprietary assets are identified, maintained and protected to help you leverage your IP portfolio most effectively.
We have extensive experience in complex licensing agreements to assist clients with their goal of monetizing their IP assets, working in such diverse fields as software, fashion, pharmaceuticals and food and beverages. We routinely negotiate patent, trademark, copyright and technology licenses, and advise on and structure arrangements for businesses to obtain licenses to the intellectual property of others for operational purposes, including re-licensing, sublicensing, or obtaining rights to incorporate licensed work into your own products. In addition, we advise on joint development and collaboration agreements.
We counsel on trademark protection and other concerns, formulate protection strategies to suit our clients’ business and research objectives at home and abroad, develop marketing strategies and profitable branding programs, handle “work made for hire” employment and consulting issues, and provide related counsel pertaining to customer contracts, including agency and other service-oriented commercial contracts.
Given our diverse experience on IP matters, we are in a unique position to analyze strengths and weaknesses of target company IP positions, and assist our clients in their risk management strategies. We know which IP issues really matter in a deal, helping you to focus your resources and energies.
Tax & Executive Compensation
Our tax practice is dedicated to solving complex transactional and financial problems for a diverse group of clients, including multinational corporations, real estate opportunity funds, start-up companies, non-U.S. entities and tax-exempt investors. We are focused on devising innovative and efficient strategies for minimizing the tax consequences of our clients’ diverse business activities.
We carefully monitor the ever-changing landscape of federal and state tax laws, and regularly advise clients at every stage, from planning and start-up through operations and exit, to minimize tax burdens and maximize profitability. We have substantial experience in handling the tax aspects of start-up transactions and the creation of business and investment organizations, as well as financings, employee options and profits interest, reorganizations, acquisitions, joint ventures and restructurings. Whether a transaction is taxable or tax-free, tax issues play a critical role in a transaction’s structure and legal expertise in tax is a crucial ingredient for a successful outcome.
In addition, we counsel companies, boards, and individuals on compensation and benefits issues, with particular expertise in the context of transactions. We also assist with ERISA prohibited transaction issues with respect to investment funds, operating companies and financial institutions, and design and implement executive compensation and retention arrangements.
We have substantial experience with a wide variety of employee benefit plans and compensation programs, and regularly advise clients regarding compliance with HIPAA, COBRA, and other laws affecting health plans and their administration. We also advise on the design, implementation, administration and termination of tax-qualified retirement plans, such as pension, profit sharing, stock bonus, and 401(k) plans, as well as Employee Stock Ownership Plans.
Private Investment Funds
We have a sophisticated private investment funds practice, advising both sponsors and investors, on the formation of and investment in private investment funds pursuing all major investment strategies, including buyout, venture capital, and real estate. Through our representation of a diverse group of sponsors and investors, we have developed particular insight into the terms and structures for various types of funds. Our clients benefit from this unsurpassed depth of experience as we provide seasoned advice, practical and innovative solutions, and first-class service.
We counsel clients on a broad range of regulatory and operational issues facing registered and unregistered investment advisers, and have substantial experience in negotiating strategic investments in private investment firms and secondary transfers of private fund investments. We also advise clients on complex carried interest planning and co-investment arrangements, often in multiple jurisdictions. In addition, we routinely structure our clients’ internal compensation arrangements and employee investment arrangements.
Our private investment funds practice is multidisciplinary and closely integrated with the rest of the firm, and attorneys in the private investment funds practice work closely with their M&A, tax, ERISA and securities colleagues in executing fund investment transactions.
