Private Equity and Venture Capital

Providing comprehensive representation to clients in private equity and venture capital transactions.

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Skilled Private Equity Attorneys

Phillips Lytle attorneys have significant experience advising various participants in private equity and venture capital transactions including private equity and venture capital sponsors, independent sponsors (also known as fundless sponsors), investors in private investment funds and independent sponsor-backed transactions as well as companies receiving investment from private investment funds.

The Private Equity Team works with a spectrum of private investment funds investing in various asset classes and advises transaction participants in a broad range of transactions involving private investment funds.

Representative engagements include advising fund sponsors with private equity fund formation; counseling general partners and investment managers on issues and matters associated with operation and administration of private investment funds; and representing private investment funds in all aspects of portfolio investment transactions.

Private Equity Fund Formation

We assist fund sponsors and general partners with a host of legal and business matters associated with structuring and forming a private investment fund. These matters often include discussion of structural and regulatory considerations with sponsors at inception; participation in developing term sheets for initial discussions with prospective investors; drafting and preparing fund investment documentation in connection with the offering of equity interests in the fund; and negotiating supplementary terms with anchor, strategic and other selected investors.

Fund Operation and Administration

Once the fund has had one or more investment closings, Phillips Lytle attorneys routinely provide guidance to fund managers on numerous operational and administration issues that may confront new and seasoned fund managers alike, such as matters involving fund advisory committees, capital call mechanics, reinvestment limitations and applicable restrictions, and limitations on starting successive investment funds.

Portfolio Investments

Depending on the investment focus and strategy of the particular fund (e.g., private equity, real estate or venture capital), Phillips Lytle attorneys assist fund managers with various facets of the portfolio investment process, including due diligence of the proposed portfolio investment, negotiation of the investment terms, representing the fund in connection with any debt financing associated with the portfolio investment, and helping fund managers navigate obstacles and issues that may arise on the path toward closing.

Representing Investors in Private Investment Funds

Phillips Lytle also counsels prospective investors in evaluating the terms and conditions of private fund and independent sponsor investment opportunities. These engagements can include advice and guidance on economic terms such as manager fees and distribution waterfall structures, as well as negotiating with fund counsel on supplemental side letter agreement terms for select fund investors.

Independent and Fundless Sponsor Transactions

In addition to representing sponsors with dedicated fund capital for a series of investments, Phillips Lytle has extensive experience counseling independent sponsors with all aspects of private equity investment transactions that are associated with investment in a single business, company or real estate development asset.


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Private Equity and Venture Capital Experience

Some examples of our representative experience in private equity include:
  • Represented an investment fund in a $5.5 million acquisition of a California-based manufacturing facility.
  • Represented a New York State private equity fund in the sale of substantially all of the assets of a musculoskeletal care management company focused on care management in orthopedics, physical therapy, chiropractic and related spine pain services that partners with payors across the United States. This transaction was valued at $25 million.
  • Represented a private equity firm handling diligence and negotiation of intellectual property-related transaction documents, including pre- and post-closing structuring of vendor and client agreements in a private equity investment in multiple software companies valued at more than $300 million.
  • Represented a private equity firm in the acquisition of an industry-leading provider of global solutions for the relocation management companies that support the mobility needs of relocating employees and their families. This transaction was valued at approximately $50 million.
  • Represented an equity firm in its purchase of the assets of a company that develops, manufactures and distributes pet food and products. We also represented the buyer in all aspects of its senior debt, mezzanine financing and equity offering to raise capital for the transaction. The transaction value was approximately $11 million at closing, with a possible contingent payment of up to $5 million.
  • Represented a private equity fund in investments in a for-profit proprietary trade school platform, including acquisitions and divestitures in excess of $200 million.
  • Represented an equity firm in its purchase of the assets of a manufacturer of high-quality industrial filter element replacements and industrial filter housings for air and gas applications. This transaction was valued at approximately $7 million.
  • Represented a private equity firm in the structuring, diligence and negotiation of the operating agreement and other investment transaction documents for the launch of a wireless tower infrastructure developer.
  • Represented a wireless infrastructure fund in a series of transactions valued in the hundreds of millions, including a multimillion dollar development of wireless towers and the purchase of a tower portfolio in the Southwest, multiple acquisitions of tower portfolios in the Midwest, and the acquisition of tower portfolios in the Northeast.

Venture Capital

Through experience and relationships built over time, we know how entrepreneurs think and are able to identify the opportunities investors will consider worthwhile.

Phillips Lytle works with startups, emerging growth companies, venture capital firms, venture lenders, educational institutions and corporate research departments. We bring these groups together through a practical and cost-effective approach that makes good business sense for all parties involved. Whether working for the inventor or the investor, our attorneys have the knowledge and experience to ease the tension between entrepreneurs who want to protect their ventures, and stakeholders who want to protect their investments, by designing agreements that strike a balance between control and security.

Our Venture Capital Team is comprised of multidisciplinary attorneys with deep domain expertise in corporate and securities law, private placements, mergers and acquisitions, intellectual property, licensing, sales, distribution, employment, executive compensation and credit arrangements. Our attorneys also start with the end goal in mind by counseling business owners on a variety of issues related to corporate law, business succession planning, corporate trusts and estates administration, and taxes.

Our attorneys are experienced in venture capital investments and all types of private equity and venture structures. We work on venture round financing (i.e., convertible notes, SAFEs, seed, A, B, C, etc.), venture lending and strategic exits. We have bench strength working on all types of technology company financings and associated merger and acquisition transactions.

Phillips Lytle’s Venture Capital Team serves clients in many industries, from mobile commerce and SaaS and Platform companies, to hardware, fintech, robotics, sports and entertainment, digital health and life sciences.

Our attorneys often act as outside general counsel to clients, advising on technology transactions, corporate governance, IP licensing and strategy, employment law, compensation, and employee benefit and tax issues.

We are actively part of the startup founders’ and investors’ ecosystems in many of the firm’s offices. We work on deals originating from all across the U.S., from NYC to Chicago to Silicon Valley, and guide foreign clients from all over the world as they enter the U.S. marketplace.

Helping Founders Identify Investors

On the startup side, good business ideas require funding in order to grow into good business ventures, but angel and institutional investors are looking for more than good ideas. They want a strong management team that can execute a well-thought-out business plan that reflects a strong understanding of market trends and needs. They also want a realistic exit strategy that will give them a reasonable time frame to collect a return on their investment.

Phillips Lytle represents companies of all sizes, from startups to mature companies doing multimillion-dollar financings. We guide founders and startups through the negotiation process so that they do not give away too much equity or control, nor discourage early-stage investors by being unreasonably demanding. We advise startups on how to best structure their entities in light of their long-term goals.

Emerging companies on their second or third round of financing may attract the eyes of venture capitalists or private equity funds. Institutional venture capital funds are looking for the next big investment opportunity in private technology companies, as are non-traditional startup investors such as family offices, private equity, hedge funds and even sovereign wealth funds. We advise these technology clients that are looking for investors on the pros and cons of various equity plays and their options in light of market conditions and their long-term goals. We then help them negotiate the most favorable terms available from institutional investors.

Mature private companies may be ready for an initial public offering, merger or acquisition. The complexity of these arrangements, and fundamental changes they will bring about, require thorough consideration. Phillips Lytle leads its entrepreneurial clients through an extensive risk/reward analysis and all facets of a transaction—from due diligence to closing.

Guiding Investors

On the investor side, Phillips Lytle’s Venture Capital attorneys advise investors and their funds, and help them find companies in which to invest. We also counsel them on the business of investing, negotiate terms on their behalf and vigorously protect their interests in the ventures that receive their investment dollars.

Risks in investments are not limited to projected returns. Venture funds are businesses that face legal exposure, employment issues and stringent compliance standards. They also pay taxes and need advice on the consequences of various business practices and entity structures. Phillips Lytle offers a full array of business and corporate attorneys to advise institutional investors on all aspects of their operations, and we back that knowledge with a powerful team of trial attorneys and litigators should the need arise to enforce our clients’ interests.

Protecting Intellectual Property

Our intellectual property and patent expertise runs far and wide. Our attorneys have extensive experience in prosecuting domestic patent applications in virtually all technical disciplines, and they regularly file and prosecute foreign patent applications under the Patent Cooperation Treaty and European Patent Convention. We have strong working relationships with 95 international law firms in 71 countries. We also file and process domestic and foreign trademark applications, allowing us to economically and efficiently obtain worldwide protection for our clients. Our attorneys are members of various IP trade associations, including the intellectual property sections of the New York State and American Bar Associations.

Operating, Hiring, Growing and Expanding Operations

We guide companies as they go through their growing pains and try to relieve the pain points. Whether we are advising companies on board governance issues, employee stock options, and other equity incentive plans, negotiating executive employment agreements or dealing or drafting customer agreements, our multidisciplinary attorneys advise on all facets of a company’s general day-to-day needs.

Meet Our Private Equity and Venture Capital Team

Kristen M. Birmingham Partner
Glenn J. Bobeck Partner
Matthew J. Fitzgerald Senior Associate
Anthony Ghanem Associate
F. Kenneth Graham Partner
Asaf Hahami Partner
Richard E. Honen Partner
Vlad Kapustin Special Counsel
Timothy P. Kucinski Partner
Richard J. Marinaccio Partner
Kelly E. Marks Partner
Alson James McKenna Partner
Timothy P. Moriarty Partner
David J. Murray Senior Counsel
Jeffrey B. Schwartz Partner
James W. Smyton Of Counsel
Meet the Team

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