New York City Premier Boutique Law Firm
- Represented an international start-up on their third Seed (Seed Series III) funding ($15 million), including one of the most prominent Silicon Valley PE firms. The second round (also represented by Taylor Legal) featured 40 investors (in the second round) led by a prominent FinTech investor specialist. The second and third rounds 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 negotiating an associated eight-figure SAFE round necessary to acquire a critical asset.
- US Representation (and support) of 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.
- Represented the Lead Investor in a pivotal Series D investment round into a cutting-edge energy services supplier which is revolutionizing the industry with its sustainable technology. This significant transaction marked the Lead Investor's first foray into the US market. Other investors included the investment arm of the world's largest energy company. Big Law represented other investors in the financing.
- Representation of a US biotech (infant nutrition) entity through its initial Series Seed round, which involved government-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 both its Series A ($15 million) and Seed Series ($2.7 million Seed Round) Financing, both of which included the conversion of several rounds of SAFEs/and an international convertible note into preferred equity. Investors included brand name Palo Alto/San Francisco VCs and 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 buyout, which also required negotiations and agreement from a public lender and 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 investor's rights documents and then immediately issuing an NVCA series set of documents. Big Law India counsel and Big Law US counsel represented various parties.
- Represented a Nigerian fintech in a "TopCo" flip into the United States with associated IP transfers to enable the entity to attend a "name brand" top-tier accelerator and receive initial investments. Represented the same in the 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 prominent 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 an 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 an African-based leading BNPL fintech in its re-domiciliation from Mauritius to the United States and immediate Seed Round financing (under full NVCA documents).
- 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 convert their Preferred Stock 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 United States and African investors. Decoupling from a Mauritius structure and the creation of a Delaware holding company were vital 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 and 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 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) with 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 establishing company presences in Europe and China, the same group in 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 to complete the capital calls. There were several "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 invested in a significant cannabis grow operation in Massachusetts, United States.
- Represented a Delaware LLC in its negotiations and leveraged the 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 fundraising, 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$200 million) including with regularizing state qualifications and registrations.
- Represented a consumer focused products company being bought out (in a partial cash/partial equity buyout) by a new entity (with leveraged debt) to refocus the product on the healthcare market. Two of the shareholders of the target company (whom we represented) were
- 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.
- 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.