Venture Capital and Emerging Companies: Overview

For more than two decades, capital providers have turned to Buchanan Ingersoll & Rooney's lawyers for their practical judgment and substantive knowledge. The firm's depth of talent and focus make us the firm of choice for national, regional and local capital providers and for the companies in which they invest. Our long commitment to venture capital and our transaction experience have placed us on the forefront of recognizing new legal and business developments.

We understand the market and the pressures that capital providers and emerging companies face in both good times and bad. Our clients expect, and receive, not just sound business and legal advice, but coordinated service that adds value to their businesses. The firm has a wide range of talented venture capital lawyers at all levels, from experienced associates to highly regarded partners who are leaders in the venture capital community.

Some of our specific areas of practice are:

Emerging Companies

Members of the firm's Venture Capital and Emerging Companies Group represent emerging companies in many aspects of their development. We often serve as general counsel for early stage companies, which includes coordinating access to resources within the firm and providing "hands-on" practical advice on legal and business judgments and strategies. We understand the mix of legal and business problems that emerging companies face and can help companies identify potential financing sources, bringing the benefit of our experience and contacts as well as our perspective on alternative financing methods that may be available for different clients.

Our representation of both capital providers and emerging companies benefits all of our clients. We understand and can spot the issues that may create problems for investors. We regularly help our emerging company clients avoid these problems, or fix them if they have occurred, so that they won't delay or prevent a financing transaction. When we represent capital providers, we endeavor to identify these problems early in the due diligence process allowing our investor clients to make the appropriate business decision with a full understanding of the risks.

Portfolio Company Investments

We represent capital providers who are active in a variety of industries, including life sciences and medical devices, communications and technology as well as information and business services. Our clients invest in companies at all stages of development, providing seed funding, early and later-stage preferred stock financings, bridge loans, mezzanine financing and private placements in public companies. We regularly work with our clients in connection with the negotiation and documentation of their portfolio company investments. We not only understand which terms and provisions are "market," we also work with our clients to develop new and innovative approaches to today's complex problems.

Fund Formation

Our attorneys work hand-in-hand with lawyers in the firm's Tax Section to assist fund managers and their investors in connection with the formation of venture capital and private equity funds. We assist our clients by shaping and negotiating the terms and structure of the fund. Our lawyers counsel clients on matters such as choice of entity, regulatory compliance (including issues involving ERISA investors and state plan investors), fund raising, tax issues related to tax exempt and international investors and issues related to the allocation and distribution of fund gains and losses.

Transfers of Portfolio and Fund Investments

We represent venture capital and private equity funds in connection with the private transfer of portfolio company investments. We also represent funds and their investors in connection with private transfers of interests in venture capital and private equity funds.