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Emerging Companies

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Representing entrepreneurs and emerging growth companies in all stages of development, from start-ups to late-stage venture backed companies.

At Morrison Cohen, we understand that entrepreneurs and growth-stage companies need more than just a legal service provider—they need advisors and counselors who know the ropes and can guide them through key decisions.

We have a dynamic practice representing entrepreneurs and emerging growth companies in all stages of development, from start-ups to late-stage venture backed companies. We understand that entrepreneurs and growth-stage companies need advisors who can help them make decisions regarding matters such as formation, employment arrangements and equity incentives, financing transactions, interested party transactions, strategic partnerships and joint ventures, intellectual property protection and corporate governance. Our lawyers are deeply experienced in these areas, many having served as general counsel or in other in-house legal or business positions that give them the business-oriented approach to practice that emerging companies require. 

In every instance, we understand that our goals and the goals of our client are aligned: to work together in an efficient and cost-effective manner so that our client can grow into a successful enterprise and, in turn, avail itself of the full resources of our Firm. We also understand the importance of networking, and we often assist our clients with introductions to investors, lenders, and potential strategic partners.

We use a cross-disciplinary approach throughout a company’s life cycle to assure that our emerging company clients have all of their needs fully met. Examples of the work we do include:

  • Reviewing business plans to help position companies for financing
  • Advising and assisting in legal formation, including choice of entity, founder arrangements, qualifications to do business, and other start-up checklist items
  • Structuring stock option, restricted stock, and other equity incentive programs
  • 409A analysis and compliance
  • Developing and negotiating term sheets and financing documents for friends and family, angel, venture capital, and private equity financing rounds
  • Advising with regard to fiduciary duties, corporate governance, and compliance with law in regard to interested party transactions, down rounds, and other complex equity financing issues
  • Negotiating debt financings such as working capital lines of credit, term loans, and equipment lease financings
  • Structuring and developing employment agreements, offer letters, and confidentiality, non-compete, and invention assignment agreements
  • Developing employee handbooks, policies, and compliance with employment laws
  • Intellectual property protection of software, trademarks, copyrights, and other IP
  • Developing and negotiating licensing agreements, software development agreements, distribution agreements, and other commercial agreements
  • Assisting in structuring and developing joint venture and strategic partnering agreements
  • Reviewing and negotiating real property leases
  • Employee termination, severance, and litigation matters
  • Assisting in establishing foreign operations, such as software development subsidiaries in Asia and Europe, and assisting in cross-border commercial and strategic agreements
  • Corporate and tax structuring of domestic and foreign acquisitions and negotiating definitive documentation
  • Attending board meetings and advising on corporate governance matters
  • Serving as outside general counsel and advisor to management and boards of directors
  • Negotiating engagement letters with investment banks
  • Serving as legal counsel in initial public offerings and M&A liquidity transactions

Experience

  • Outside general counsel to numerous growth stage portfolio companies of private equity fund clients, including representation in debt and equity financing transactions.
  • Outside general counsel to Ology Media, Inc., an online entertainment and social media company, including in connection with preferred stock financings.
  • Outside general counsel to Cadent Holdings Inc., a digital imaging software and services company, including representation in connection with financings from Apax Partners, J.P. Morgan Partners, Schroder Ventures, Star Ventures and Fortissimo Capital and the sale of Cadent to publicly traded Align Technologies, Inc. (NASDAQ: ALGN).
  • Outside general counsel to uReach Technologies, Inc., a unified messaging software and services company, including representations in preferred stock financings from Argo Capital, Marquette Ventures and Cloquette Capital.
  • Outside general counsel to Bug Labs, Inc., an open source modular device manufacturer, in financings from Union Square Ventures, Spark Capital and Verizon Investments, Inc.
  • Outside general counsel to Antenna Software, Inc., a mobile device software and services company, including representation in connection with financings from North Bridge Venture Partners, Polaris Ventures, Commonwealth Capital, Investor Growth Capital, Accel Partners, AT&T and Point Judith Ventures.
  • Outside general counsel to IGA Worldwide Inc., an in-game advertising company, including in connection with preferred stock investments by Easton Capital, Kreos Capital and Deutsche Telecom Ventures.
  • Outside general counsel to Pando Networks, Inc., a file-sharing technologies company, including in connection with preferred stock financings from BRM Capital, Wheatley Partners and Intel Corporation.
  • Represented Indigo Pharmaceuticals, Inc., a bio-pharma company, in connection with convertible debt financing.
  • Outside general counsel to CloudNician LLC, a supply chain logistics cloud computing company.
  • Outside general counsel to FinAccess International, Inc., an international investment advisor, including representation in connection with financings from Insight Capital, FMO, and ING Barings and the sale of FinAccess to FinAccess Inversiones, S.A.P.I. de C.V.
  • Outside general counsel to IRX Therapeutics, Inc., a medical device company, including in connection with preferred stock investments.
  • Represented Wimba, Inc. as outside general counsel, including in connection with preferred stock financings from Tudor Ventures, Ascend Ventures, Argentum and ABD Ventures.
  • U.S. counsel to Rediff.com India Limited, a Nasdaq-listed Indian web portal company, including representation in its investment in an online test preparation company.
  • Outside general counsel to Mobinow Corporation, a mobile social media technology company, including in connection with preferred stock financings.
  • Outside general counsel to Mirimus, Inc., a drug-testing technologies company, including in connection with its organization, spinout and initial preferred stock financing round.
  • Outside general counsel to Select-A-Branch ATM Networks, LLC, a financial services software and hardware company.
  • Outside general counsel to Allure Security Technology, Inc., a computer security technology company, including in connection with preferred stock financings.
  • Outside general counsel to Modelsolve, Inc., a software consulting and engineering company, including in connection with seed capital financings.
  • Represented Viscot Medical, Inc., a medical device company, in connection with licensing and other commercial contracts and corporate matters.
  • Outside general counsel to Marathon Data Systems, Inc, a field-force automation software and online marketing services company. 
  • Outside general counsel to Sooth Software, Inc. (dba AdBuyer.com), an online media buying and optimization software company, including representation in connection with preferred stock financings from Click Ventures and WGI Group, and its sale to MediaBank.
  • Outside general counsel to Collectrium, LLC, a developer of online tools and mobile applications for the organization, sharing, discovery and promotion of artworks, including in connection with preferred stock financings. 
  • Outside general counsel to Jack Robie LLC, a luxury shirt designer and retailer, including in connection with financing activities.
  • Represented various venture capital and private investment funds in connection with venture capital and private equity financings of emerging and growth-stage companies (see Venture Capital & Private Equity Investments).

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