Emerging Companies and Venture Capital

Barton’s Emerging Companies and Venture Capital team advises companies and investment funds through the entire lifecycle from Ideation to IPO and from fund formation to liquidity.

As a nationally recognized, innovative, and entrepreneur-focused law firm, we recognize our clients’ perspective and their potential. We have worked to assemble a practice team that comprehensively addresses both the unique needs of emerging growth companies and the investors that fund them.

We take pride in providing accessible, modern legal services to our clients. In today’s complex, fast-moving economy it is essential for your company to secure sound and sophisticated legal advice from the outset. As your trusted counsel, it is our responsibility to ensure that we provide you with the best legal services – whether you operate in a traditional or cutting-edge business or fund. From formation to realization, we can service the full range of your legal needs, and importantly, be there every step of the way as your venture matures.

Startups and Emerging Companies

We have designed our Emerging Companies and Venture Capital Practice to provide bespoke, sophisticated legal counsel for startups at every stage of development. From strategy, to execution, to profitability, we provide expertise in advising a range of fast-growth industries and sectors including:

  • Artificial intelligence and machine learning;
  • Augmented reality/virtual reality;
  • Consumer packaged goods (CPG);
  • Cybersecurity;
  • Digital/new media;
  • E-commerce;
  • E-Sports;
  • Entertainment;
  • Fashion;
  • Fintech;
  • Food and Beverage/Hospitality;
  • Hardware;
  • Healthcare;
  • Internet of Things;
  • Medtech;
  • PropTech; and
  • Software as a Service (SaaS)

In addition, we serve as general counsel to emerging and developed enterprises as they continue to grow in today’s innovation economy.

Startups and emerging growth companies are, and always have been, the bedrock of innovation. Our startup practice is specifically designed for the lean legal needs of entrepreneurs, from their initial idea, to the realization of their ultimate goals. Our services include:

  • Entity formation and capitalization structure;
  • Drafting foundational documents (operating agreements, shareholder agreements, founder stock);
  • Corporate governance;
  • Equity planning;
  • Private placement memorandum and securities regulation;
  • Joint ventures and strategic transactions;
  • Employment advice, policies, and agreements, including executive compensation;
  • Human Resources and employment matters, including hiring, retention and termination;
  • Intellectual property development, protection, and exploitation, including licensing and transactions;
  • Angel, Venture capital and Private Equity financings; and
  • Mergers and acquisitions.

As your company matures, we have the expertise that you need. Whether the next stage of development requires financing or more detailed industry guidance, we comprehensively address all of your legal needs. Our services for emerging growth companies include:

  • Early-stage seed, angel, and venture capital financing;
  • Innovative business arrangements, including corporate partnering and strategic alliances;
  • Strategic, creative intellectual property exploitation and protection strategies designed to protect and grow value;
  • Business growth and exit strategy planning; and
  • Counsel on day-to-day matters, including M&A, compensation plans, intellectual property, and technology transactions.

Our core value relies on:

  • A deep understanding of how emerging growth companies – especially technology companies – are formed, financed, grown and exited;
  • A commitment to knowing our clients’ business and industries at all levels;
  • Counseling and guidance at all stages, from initial funding to exit strategies;
  • A “general counsel” approach that provides management with comprehensive, direct access to our team for their legal needs;
  • Practical, real world legal advice and guidance at every level, including, business model issues, financing, fundraising strategies, and creation and development of high-quality investor materials;
  • Investing in off-the-clock meetings with management and the Board;
  • Utilizing cutting-edge technology to make every facet of Barton more efficient and streamlined;
  • Sound business judgment drawn from our team’s vast experience; and
  • Earning the role of trusted advisor and being a key asset.

Venture Capital

Our established focus on emerging growth companies, and particularly those who finance them, enables us to have the access, understanding, and expertise to advise our clients at each stage of their financial lifecycle. We have advised on thousands of Series A, B, C, D, and convertible debt financings for venture funds and emerging growth companies. We work with individual investors and companies to provide strategic advice through each stage of investment structuring. We take advantage of our long-standing, significant relationships and network to ensure that our clients are positioned to realize long-term growth.

Angel Funding, Venture Capital & Private Equity

Funding is essential to the growth of an entrepreneurial venture, whether in the earliest stage of angel investment or down the road as you grow. We pride ourselves on our ability to negotiate, assess, and structure each transaction to suit our clients’ specific needs. Our services include:

  • Structuring the transaction and preparing term sheets;
  • Due diligence investigations; and
  • Drafting and negotiating definitive documentation, including stock purchase agreements, preferred stock terms, investors rights agreements (including registration rights), and shareholders agreements. Negotiating and structuring these transactions also frequently includes:
    • Structuring and documenting bridge or convertible note loans;
    • Negotiating intercreditor and similar arrangements with other stakeholders; and
    • Advising on issues relating to the valuation, sale, spin-off, initial public offering, or reorganization of portfolio companies.

Investors

We have decades of experience representing all sizes of domestic and international private and institutional investors: from startup to established, multi-billion-dollar funds. We regularly advise:

  • Venture capital;
  • Private equity;
  • Fund of funds;
  • Growth equity;
  • Family office;
  • Individual investors; and
  • Other investment vehicles.

We assist on the full spectrum of private transactions: ranging from seed-to-late stage financings. We have completed thousands of these transactions. We also have extensive experience representing funds with a wide-spectrum of industry-focuses in the preparation for and completion of their fundraising processes, including fund formations of every kind. Our extensive network of institutional, family office and high-net worth clients allows us to foster an approachable and collaborative environment between various investors and limited partners. We are committed to providing all our investor clients – regardless of AUM – with the individual focus and attentiveness needed to realize their strategic business vision.

Our funds practice is designed for the legal needs of the fund founders and the companies in which they invest, from the founders’ determination to start their initial fund or to continue to add funds to their existing fund group, to the realization of the success of their funds and the distribution of profits to their investors. Our services include:

  • Initial advice to the founders of the Fund regarding their individual interests and responsibilities with respect to the Fund;
  • Advice regarding the type of legal vehicle appropriate for the proposed Fund;
  • Drafting documentation and formation of the Fund vehicle;
  • Formation of the management company, including drafting provisions for admission of additional partners and retirement of founders;
  • Advice regarding allocation of management fee income and carried interests among the partners of the management company.
  • Drafting the Management Agreement between the Fund and the fund management company and ancillary documents for the management company;
  • Advice regarding securities regulations with respect to the offering of the interests in the Fund;
  • Drafting and review of the private placement memorandum and other offering documents for the Fund;
  • Drafting and negotiation of subscription agreements with investors in the Fund;
  • Negotiation of side letter agreements with certain investors in the Fund;
  • Completion and filing of necessary securities filings and notices.
  • Preparation and organization of documentation for the initial closing of the Fund;
  • Drafting VCOC management letters for use with portfolio companies of the Fund;
  • Preparation and organization of documentation for additional closings with respect to the Fund;
  • Advice regarding distribution of proceeds from sales of portfolio companies and determination of carried interests with respect to profits; and
  • Advice regarding final distributions of proceeds from the Fund and winding up of the Fund.
Work in this Area

Emerging Companies and Venture Capital

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Representative Matters
  • Lead Counsel for Issuer of $125 Million Initial Public Offering
    • Lead counsel for the issuer in a $125 million initial public offering of a special purpose acquisition company (SPAC) formed to invest in technology companies.
  • Aided Popular Video Platform Vine from Formation to Acquisition
    • Represented Vine, a short-form video hosting service, from its formation to its acquisition by Twitter.
  • Counseled Healthcare Tech Company in Series B Financing
    • Lead counsel for a SaaS-based healthcare technology company in its Series B financing as well as all day-to-day legal affairs.
  • Represented Multibillion-Dollar Distribution Conglomerate
    • Represented a multibillion-dollar international alcoholic beverage distribution conglomerate in numerous acquisitions, investments and financings.
  • Counsel to NYC-Based PropTech Company in Seed Round Financing
    • Represented a NYC-based PropTech company in its Seed Round led by prominent real estate families and leading venture capital funds.
  • Represented PropTech 3D-Mapping Company in Series Seed Financing
    • Advised a PropTech company providing 3D-mapping and visualization for real estate developers in its Series Seed financing. Counseled company since it was spun-out of a highly respected architecture firm.
  • Counsel to Industrial IoT Company During Multiple Rounds of Financing
    • Lead counsel for a SaaS-based industrial IoT company in its Series A-2 financing round led by prominent venture capital funds. Previously represented the company in prior rounds of financing, including convertible note and debt financing.
  • Advised AI Security Operations Platform in Series A Financing
    • Advised a notable Silicon Valley AI-based security operations platform in its Series A financing round, led by Battery Ventures and Dell Technologies Capital. Also represented the founder’s previous company, a well-known “gold-standard” in the cybersecurity industry.
  • Represented AI Healthcare Tech Company in Series Seed Financing
    • Represented a SaaS-based machine learning/AI healthcare technology company in its Series Seed financing, led by Homebrew.
  • Oversaw Investments for a Publicly Traded Cannabis Company
    • Represented a publicly traded cannabis company in its various investments in licensed cannabis cultivators, processors and dispensaries throughout the United States.
  • Advised Kitchen Co-Working Company on All Financings and Acquisitions
    • Lead counsel for a commercial kitchen co-working company in its Series A financing, led by Techstars and Acre Venture Partners. Previously represented company in all prior financings, including its Series Seed and convertible note rounds. Advised company during a key period of expansion, which included several major acquisitions.
  • Managed Convertible Promissory Notes Offering
    • Represented CoreMedica Laboratories Inc., known for its innovation in micro and dried blood collection and analysis, with respect to the offering of its Convertible Promissory Notes.
  • Managed Secondary Sale of Series A Interests
    • Represented Azimuth Quartzy Fund LLC in connection with the secondary sale of Series A Interests in the Fund.
  • Managed Secondary Sale of Unites by JP Morgan to Goldman Sachs
    • Represented a major venture capital fund in the successful secondary sale of units by JP Morgan to Goldman Sachs Management entity.
  • Oversaw $3 Million Offering of Series A-1 Preferred Stocks
    • Represented CoreMedica Laboratories Inc. in connection with its $3 MM offering of Series A-1 Preferred Stocks.
  • Oversaw $8 Million Offering of Series C Preferred Units
    • Represented Scientific Intake Co. LLC in the offering of $8 MM of its Series C Preferred Units.
  • Advised on Emerging Growth Company’s Convertible Promissory Notes
    • Represented an emerging growth imaging company in the $1.3 MM offering of its Convertible Promissory Notes.
  • Represented Investors in $5 Million Purchase of Series A Preferred Units
    • Represented the investment group in the purchase of $5MM of Series A Preferred Units of a fast casual restaurant company.
  • Aided Venture Capital Fund in Purchase of Convertible Promissory Notes
    • Represented a major venture capital fund in connection with the purchase of Convertible Promissory Notes in an emerging growth medical diagnostics company.
  • Formed Series of Special Purpose Vehicles
    • Represented Arrowhead Capital LLC regarding the formation of a Series of Special Purpose Vehicles in the Cayman Islands for offshore investments.
  • Represented Venture Capital Fund in Secondary Sale of Series A Interests
    • Represented Easton Capital Partners, LP in the secondary sale of certain Series A Interests in the Fund.
  • Represented Maritime Industry Software Company in Series A Preferred Stock
    • Represented Burmester & Vogel Ltd. (a company specializing in developing and licensing software for the maritime industry) in its corporate formation, offering, and sale of Series A Preferred Stock and acquisition of a German marine technology company.
  • Counsel to AI Healthcare Platform During Its Formation and Funding
    • Represented Cognome, Inc. (an AI healthcare platform) in its formation and spin out from a major hospital system, including licensing of technology and preparation for preferred stock offering.
  • Aided Medical Lab in Strategic Acquisition
    • Represented CoreMedica Laboratories Inc. in its acquisition of two Swiss biotech companies.