We assist our clients in obtaining the financing they need to grow and thrive at all stages. We represent our clients in standard commercial loan and credit facilities, as well as in secured and unsecured venture debt financing with the major banks active in this area, including Silicon Valley Bank, Square 1 Bank and Comerica. We also regularly negotiate “factoring” agreements, in which our clients leverage their receivables to obtain financing. While it may be tempting to accept commercial lending documents “as-is” on the theory that they are non-negotiable in any event (the banks of course are more than happy to leave you with this impression), this is a dangerous approach. The fact is that most lenders are willing to negotiate key terms, and in any event you need to understand the terms agreed to and their implications. At the same time, we recognize that most lenders have well developed forms, and we do not waste our time, or your money, trying to re-write their documents. With our deep experience, we are able to assist you in recognizing which terms can and should be negotiated, and which terms are acceptable if not ideal from a legal perspective. Our experience in equity financing includes representing investors and investment funds, in addition to representing issuers. This equity financing experience includes: - series seed preferred
- convertible notes
- “SAFE” (simple agreement for equity) financings
- Series A though Series F preferred stock financings.
If your company engages in significant equity financing, you need to understand that in effect you are taking on a partner in your business. This is particularly true if your investors include professional venture capitalists, who can add value to your business beyond the funds committed, but who also typically require significant economic preferences and control rights. The documents negotiated at the time of the financing become the “partnership” agreement for this relationship. Investors typically require their investments to be repaid first before any funds are paid out to founders in a sale of the company. But are the investors entitled to a return equal to a multiple of their investment first? Who controls the Board of Directors, which is responsible for the management of the company? Do the investors get control, or just the right to sit on the Board? Does the company have to get the approval of investors to raise more money? To sell the company? We have negotiated hundreds of equity financing transactions and can assist you in answering these questions, in addition to drafting the documentation for your deal. |