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Emerging Companies and Venture Capital

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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.

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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.
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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
  • 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
  • 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
  • Counsel on day-to-day matters, including M&A, compensation plans, intellectual property, and technology transactions

Our core values rely on:

  • A deep understanding of how emerging growth companies – especially technology companies – are formed, financed, grown, and exited
  • A commitment to knowing our clients’ businesses 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
  • Earning the role of trusted advisor and being a key asset

Angel Funding, Venture Capital, & Private Equity

Our established focus on emerging growth companies, and particularly those who finance them, enables us to have the access and understanding to advise our clients at each stage of their financial lifecycle. We have advised on numerous 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.

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
  • 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
    • 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 in connection with:

  • Venture capital
  • Private equity
  • Fund of funds
  • Growth equity
  • Family office
  • Individual investors
  • 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 visions.

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
  • Advice regarding final distributions of proceeds from the Fund and winding up of the Fund
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Representative Matters

Represented U.S. subsidiary of U.K. company in the sale of the U.K. parent to a U.K. private equity fund.

Represented CoreMedica Laboratories, Inc. in its sale to a private equity fund for $10 million in cash and stock.

Represented a major venture capital fund in connection with the purchase of Convertible Promissory Notes in an emerging growth medical diagnostics company.

Represented investors in formation of Neuroinversa, LLC which is an early stage company developing diagnosis and treatment for autism.

Represented Burmester & Vogel Ltd. (a company specializing in developing and licensing software for the maritime industry) in its corporate formation, fundraising, and build out of artificial intelligence platform for SaaS licensing to shipping companies and traders. Advised them in the sale of Series A Preferred Stock and acquisition of a German marine technology company.

Represented Easton Capital Partners, LP in the secondary sale of certain Series A Interests in the Fund.

Represented Shimojani, LLC in its offering and sale of Series A, B and C Units in the biotech company.

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.

Represented Azimuth Quartzy Fund LLC in connection with the secondary sale of Series A Interests in the Fund.

Represented an emerging growth imaging company in the $1.3 MM offering of its Convertible Promissory Notes.

Represented the investment group in the purchase of $5MM of Series A Preferred Units of a fast casual restaurant company.

Represented CoreMedica Laboratories Inc. in connection with its $3 MM offering of Series A-1 Preferred Stocks.

Represented Scientific Intake Co. LLC in the offering of $8 MM of its Series C Preferred Units.

Represented investor in $3 million purchase of Convertible Notes and Warrants of Platform Imaging, Inc.

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.

Represented a major venture capital fund in the successful secondary sale of units by JP Morgan to Goldman Sachs Management entity.

Represented CoreMedica Laboratories Inc. in its acquisition of two Swiss biotech companies.

Represented Arrowhead Capital LLC regarding the formation of a Series of Special Purpose Vehicles in the Cayman Islands for offshore investments.

Represented an Israeli company that develops customer interaction management software in its acquisition by a U.S. public company. The target was owned by several venture capital funds, and the transaction did not return all of the invested capital. As a result, and in order to preserve the management team intact for the purchaser, we advised with respect to a recapitalization of the seven outstanding classes of equity securities that was effected simultaneously with the cash merger of the businesses. In the course of the engagement, we advised with respect to numerous issues of Delaware corporate law.

Represented the lead investor and other investors in a second round of early stage financing for Preen.me, the world’s leading social beauty platform. We negotiated with the company’s noteholders and stockholders to revise Preen.me’s balance sheet to accommodate the investment structure desired by the new investors.

We regularly prepare private placement memoranda that our clients use to raise funds in offerings that are exempt from the registration requirements of U.S. securities laws. We have prepared offering documents for medical device businesses, hospitality businesses, investment funds, and private equity funds, among others. Our experience with private placements also extends to compliance with “blue sky,” or state securities, laws.

Represented a Finnish sponsor of a web-based business, the purpose of which is to match investors with start-up ventures based outside of the U.S. In the course of advising, we reviewed the positions that the Securities and Exchange Commission had taken with respect to its rules regarding private placement offerings that are exempt from the registration requirements of the Securities Act of 1933 and also the registration requirements for broker/dealers under the Securities Exchange Act of 1934. We were able to structure a business plan that satisfied the client’s goals.

Represented a strategic brand management business in its structuring and establishment of a joint venture between a high-profile media personality and a New York-based venture capital firm. The joint venture expects to create, produce, and release a series of consumer product offerings over the next several years under a new brand. We negotiated and drafted the documentation for the venture, as well as provided input on tax and intellectual property issues that arose as the negotiations proceeded.

Represented Concord Health Partners in the negotiation and purchase of Series B Preferred Stock in the $12 million offering by Post Acute Analytics, Inc.

Represented a non-US investor in the negotiation and $2 million investment in Kanbrick Holdings, L.P, a private equity fund.

Represented Luna Collective, LLC in its organization and fundraising to establish an angel investment fund to invest in Central American companies.

Represented owner of Small Factory Innovations, Inc. in sale to Central Reach LLC private equity fund.

Represented Nautilus Funding Solutions, LLC, a middle market debt fund in its organization as a Series LLC and fundraising as well as filing as an Exempt Investment Advisor.

Represented PreferCare LLC in the sale of 70% of its equity to private equity firm American Health Partners.

Represented Hivemind Investment Fund in its $3 million purchase of Series A4 Preferred Stock of Sannpa Limited d/b/a Fnatics, Inc.

Represented a U.S. mobile phone service distributor in the sale of its Convertible Preferred Stock to an investor equal to 10% of our clients’ fully diluted equity.

Represented eMedia LLC in the repurchase of 50% of its equity from one of the founders and restructuring of the ownership of the Company to include several senior officers.

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