Corporate & Tax

Venture Capital

Cohen & Grigsby’s Venture Capital Group represents clients in the creation, financing and management of new and growing companies. We actively represent both investors and issuers in venture capital transactions.

Venture Capital

We represent venture capital funds and their investors in numerous capacities including:

  • Organizing and capitalizing “blind pool” investment partnerships
  • Making private placements or structuring syndicated partnerships
  • Negotiating favorable terms for lead investors
  • Establishing contractual relationships with both affiliate and non-affiliate investment management companies
  • Reselling partnership interests
  • Negotiating and documenting investment and loan transactions with issuers, including the design of special common stock, preferred stock, convertible securities, subordinated debt, and secured debt
  • Conducting “due diligence” investigations to guide investment and credit decisions
  • Evaluating investor/lender legal and practical rights and options in cases of “troubled,” under-performing or non-performing portfolio companies
  • Enforcing legal and contractual rights through adversarial proceedings and other techniques to effect desired changes in the affairs of portfolio companies

Companies Seeking Venture Capital

For companies seeking capital to secure needed growth, Cohen & Grigsby assists the founders and management of numerous early stage and growing enterprises in their search for debt and equity capital from organized venture capital sources, syndications and private, institutional and individual investors. Our tasks include:

  • Assisting in identifying viable sources of financing
  • Negotiating terms and documenting transactions
  • Preparing private placement memoranda and other disclosure materials to comply with applicable federal and state securities laws and regulations
  • Providing advice and counsel to perfect exemptions from securities and broker-dealer registration requirements, e.g., private offering, Regulation D, Regulation A and intrastate offering regulations
  • Designing and documenting recapitalizations, reclassifications and other capital restructurings
  • Preparing shareholder agreements, voting agreements, voting trusts and other necessary documents

Our attorneys understand the specialized needs of venture capital investors and companies seeking venture capital financing. We have the experience in devising, negotiating, and documenting novel and complex debt and equity transaction structures that are necessary to effectively serve venture capital clients.