New York City Premier Boutique Law Firm
- Represented an international start-up on their second Seed (Seed Series B) funding ($7 million) led by one of the largest Silicon Valley PE firms with 40 investors (in the second round). This featured full NVCA style documents. Three investors were represented by "Big Law" firms, one in New York and two out of San Francisco. Taylor Legal represented this start-up in both its initial Seed round and this second Seed round. Assisted in the negotiation of an associated eight figure SAFE round necessary to acquire a key asset.
- US Representation (and support) an Indian operations entity with a Delaware TopCo in a US$45 million financing NVCA style Series D; treasury shares were converted to shadow lead preferred stock to ensure anti-dilution provisions would not be triggered.
- Representation of a US biotech (infant nutrition) entity through its initial Series Seed round which involved both governmental sponsored and private investors.
- Enabled a "TopCo" flip with a private equity backed Danish agri-tech company combined with simultaneous investments upon the US landing requiring NVCA documents "translated" to match the Danish shareholders agreement including a transfer of sovereign debt obligations to the US entity.
- Represented a Mauritius based BNPL entity with operations in five African countries in a "TopCo" flip into the United States commensurate with a Pre-Series A round ($2 million). Supported the same entity on a $10 million plus credit facility.
- Represented a sustainable fashion technology start-up in a successful $2.7 million Seed Round Financing, which included conversion of several rounds of SAFEs/and an international convertible note into preferred equity. Investors included brand name Palo Alto/San Francisco VCs as well as international Asian based investors. There were several "Big Law" firms representing the investors.
- Represented a NY start-up being sold to a successful (former IPO) CEO consolidating start-ups in a specific industry in a $27 million stock/cash buy out which also required negotiations and agreement from a public lender as well as several bulge bracket banks. Investors included a Fortune 20 investor.
- Represented founders of an Indian media content company undergoing a "mirroring" reincorporation to the United States and an immediate subsequent eight figure fundraising. The work involved converting a bespoke Indian Law shareholder's agreement (with two classes of shares) to US style investors rights documents and then immediately issuing an NVCA series set of documents. Big Law India counsel as well as Big Law US counsel represented various parties.
- Represented a Nigerian fintech in a "TopCo" flip into the United States with associated IP transfers in order to enable the entity to attend a "name brand" top tier accelerator and receive initial investments. Represented the same in issuance of SAFEs to investors.
- Represented founders/start-up of a confidential enterprise technology company in a successful $12 million Series A Financing with a major Palo Alto based VC. The VC invested $8 million directly into the Company and bought $4 million of common stock directly from the Founders. The Company featured a Swedish subsidiary entity. Big Law represented the lead investor.
- Assisted and East African Ed-Tech company in a $3 million financing that required a "TopCo" Delaware flip and Series Seed style investing backed by regional venture funds.
- Represented a South American "food tech" Series A Investment for a confidential amount including Mexican, European and United States venture capital investors. "Cleaning" up a previous round and restructuring certain loans were part of the transaction.
- Represented a New York based corporation in a Series E "down round" financing with Pay to Play and cram-down provisions by which Preferred Investors were required to invest or have their Preferred Stock converted to common. Big Law represented the investors.
- Represented an African "EdTech" in a $1 million Pre-Seed round financing with African lead venture capital investors and both United States and African investors. Decoupling from a Mauritius structure and creation of a Delaware holding company were key to the transaction.
- Represented a United States platform based entity in a seed SAFE round; the founder was one of the earliest employees at a transportation company that had a successful NASDAQ exit who went on to found his second entity.
- Assistance with a climate tech entity in San Francisco in its initial SAFE funding ($4 million plus) and preparations for Seed round negotiations.
- Represented a United States based polymer composite start-up with United States lead investors in a fourth financing round which required filing of a certificate of validation to correct for several over issuances of authorized stock in previous rounds.
- Represented a Romanian start-up (Y Combinator Graduate) in a $1 million Pre-Seed Round with a European lead investor (Poland based) who had significant EU and ESG funding requirements. Big Law represented the investors.
- Represented founders of a robotics start-up in a successful $1.3 million Seed Round Financing (and several bridge rounds) with a nationally known United States angel investor and a Northern European VC. Assisted with establishment of company presences in Europe and China. Represented the same group in a subsequent investor loans secured by European sales as made through a Polish subsidiary. A leading national Polish firm represented the lead investor.
- Represented an online international service platform, based out of Egypt and held through Delaware in a $500,000 bridge round financing. The subscription documentation was under English Law while the governing law and key corporate documents were under Delaware and New York Law. Local counsel in England and the United Kingdom represented the investors.
- Represented the founders in a $35 million seed round financing with significant European participation. The financing involved extended rounds and revisions to the original documents in order to complete the capital calls. There were a number of "Big Law" firms involved.
- Represented lead investors in a $3 million ESG based African financing with international institutional investors. The documents were under English and Mauritius law but led by a United States investor and required United States style documentation. Several "Big Law" firms were in the mix.
- Represented lead investors in a $2 million ESG/"Social Good" Kenyan based Mauritius financing focused on employment development with international institutional financing investor leads. United States documentation was used to ensure ESG compliance. Local counsel represented the founders.
- Represented the founders of a Saudi Arabian based start-up entity in a 10 million Saudi Riyal Financing (US$2.7 million) in its negotiations with a Dubai based VC fund that required the establishment of an Abu Dhabi Free Zone entity and appropriate governance structures including an equity plan appropriate for international employees. Big Law represented the investors.
- Represented the founders of a cyber-security company in their Asset Sale/Acquihire transaction with an Israeli enterprise buyer, which bought out their entire enterprise and hired the founders, bringing them in as C level executives. A leading Tel Aviv company represented the buyer. The buyer ultimately achieved Unicorn Status.
- Represented the promoters in a $2 million raise for a Delaware LLC which then invested in a major cannabis grow operation in Massachusetts, United States.
- Represented a Delaware LLC in its negotiations and leverage financed acquisition of a separate LLC which, through its ownership of various "Apps," acquired international location based data feeds.
- Represented the founder in a $1 million Seed Round of a woman's health oriented start-up operating primarily in Africa.
- Have represented the Company in numerous early stage fund raising including advice on accelerator programs, issuance of Convertible Notes and SAFEs.
- Represented the Company and partners of an LLC buying out a long term partner while settling certain disputes.
- Supported the Delaware subsidiary of an Australian technology company in United States compliance/due diligence and "legal interpretation" as it successfully secured $10 million (Australian) in bridge loans.
- Represented a Delaware based artificial intelligence company being bought out by a public entity (over US$20 million) including with regularizing state qualifications and registrations.
- Represented founders of an Indian consumer products enterprise with a Delaware holding company in a restructuring of their shareholding and filing of a Certificate of Validation in order to enable the Delaware company to properly issue share certificates to overseas (India, Mauritius, Singapore and China) institutional investors.
- Represented founders of a Chilean entity that needed to create a Delaware based headquarters for it and its other South American subsidiaries in order to achieve a funding round. Entities from two different South American countries were rolled up into the new Delaware holding company.
- Represented an African fintech entity with a significant number of early investors that needed to redomicile its headquarters to the United States.
- Represented a large Delaware non-profit foundation in restructuring its bylaws, Certificates of Incorporation and creation of indemnification agreements to protect its directors from fiduciary liability in connection with donee and member related litigation.
- Represented founders of an Argentinian biotechnology company in redomiciling the corporate entity and headquarters (Delaware and San Francisco respectively) and meeting investor related covenants necessary to achieve $3 million in funding.
- Represented a consumer foods concession entity in renegotiation its ownership structure after the lead partner and owner was incarcerated (on non-business related matters) in order to ensure business continuity and the successful continued economic viability of all involved parties.
- Assisted a leading compartmentalized browser entity with leading governmental clients in the Top Secret space in its licensing negotiations with a Sequoia Capital backed start-up. The founders acquired, as part of the negotiations, equity in the Silicon Valley start-up subject to performance targets and granting the partner access to forked source code for customized development.
- Represented a Bulgarian technology entity in its licensing negotiations with an American sector leading Fortune 50 entity which required establishing a corporate entity in the United States and transferring intellectual property to a Delaware based holding company.
- Represented founders in numerous start-up and early stage tax compliant employee stock ownership programs (ESOPs) that allowed for the issuance of restricted stock and options.
- Represented numerous employees in analyzing their equity grants both at the founder stage as well as later in the offer stage. Assists with 83(b)s and 409A analysis.
- Counseling for employment negotiations including for executives.
- Counseling for termination events, both on the employer and on the employee side.
- Assisted numerous international clients with Certificates of Attestation (as to shareholding and capital structure of United States based entities) and other documentation necessary for foreign governmental ministries including obtaining all necessary stamps/authentications through the Secretary of State and relevant Embassies and consular missions.
- Experienced in navigating the borders and "fuzzy" differences between United States and foreign jurisdictional legal approaches and laws, especially with regard to transactions under English Law where "they speak the same language but aren't saying the same thing!"
Support both in the United States and abroad. Your outside General Counsel.
All aspects of small and medium business support.
From SAFES to CARTA, your messy cap table, equity, employment, CopyLeft and any other questions you have!
When you are ready to take the plunge. We've done it - and trust us - the water's fine! But we're here to help keep away the sharks!
When you need more than Big Law's 2nd Year Associate to get you through the strategic financing questions.
We've been there and we've done it. They may sound the same - but they don't mean the same. We translate legal so you get it closed!
You want to keep as much as possible. We've done tax around the world and know when you need your CPA and when you don't!
Its getting serious! We know about data, AI, Machine Learning and how GDPR/CCPA and all the others are coming for your algorithms!
We support you by working with experienced patent counsel as well as trademark/copyright and other IP issues.