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Emerging businesses have unique needs. We understand the emerging and growth-stage market from both sides, having represented companies in various industries, as well as venture capital investors. We understand that entrepreneurs and early stage companies rely on sound legal and business guidance from experienced practitioners as they navigate a wide range of issues in formation, capital/fundraising needs, equity investments, and subsequent commercial scaling. Our mission is to aid emerging companies in charting their individual course to entrepreneurial success. We supplement our deep experience with a shared enthusiasm that comes with launching a new venture. It’s essential for us that our emerging business clients feel confident that the time investment from their strategic counsel will result in the growth and success of their operations. Our areas of focus include:

  • Emerging Companies
  • Entrepreneur & Executive Advisory
  • Capital Needs & Financing Transactions
  • Early Stage Investors
  • Venture Capital
  • Venture Debt
  • Growth-Stage General Corporate Counseling
  • Commercial Transactions
  • Secondary Sales/Liquidity Rounds
  • Mergers & Acquisitions
  • Initial Public Offerings
  • Public Company Advisory

Emerging Companies. We help startups with all aspects of business formation and operations so they can focus on their mission, products, and services. We advise on formation and structure; governance; vendor, supplier and contractor issues; early stage financing (SAFEs/Notes and priced rounds); trade secrets and IP protection; technology licensing and acquisitions; corporate transactions; and other matters. Because our work with emerging companies usually starts early in their life cycles, we know their businesses and industries incredibly well. As such, we often find ourselves playing the role of “outside general counsel” and regularly advise and brief executive management and boards on legal and regulatory issues.

Entrepreneur & Executive Advisory.  For entrepreneurs, founders, executives, and boards, we typically begin by providing entity formation advice and related infrastructural advice and services. Members of our broad team have advised on business formation in some of the most highly-regulated industries, including TMT, health care, pharmaceutical & life sciences, financial services, and government contracting.  Having a history of regulated industry experience allows us to rapidly assess potential issues and get new companies up and running without being buried in legal expense at the critical stage of inception.

Capital Needs & Financing Transactions.  Emerging business leaders understand that as the company grows, so does its capital requirements. We also advise on a range of complex financing transactions, including:

  • Reg A Small Offerings
  • Reg CF Crowdfunding
  • Reg S Offshore Offerings

Venture Debt. In addition to convertible and equity financing, we help startups and new ventures navigate debt financing transactions such as secured and unsecured senior, mezzanine and subordinated debt facilities, working capital facilities, acquisition-financing, as well as loan workouts and restructurings. We understand that our clients, who often do not have sufficient financial histories or cash flow to qualify for traditional bank loans, need a creative partner to help them access all forms of capital raising. Our experience in both equity and debt financial transactions means we have a sophisticated understanding of the options available to emerging companies and helps us provide the best commercial advice for each company’s unique situation.  More importantly, we also understand the legal and regulatory impact of these transactions to ensure all future funding options remain viable.

Early Stage Investors. We also advise micro and seed stage VCs on their investments in emerging companies. Our experience representing emerging companies informs our approach with early stage VCs. We embrace the difference between pre-MVP, pre-revenue or otherwise early stage investing and post-Series A or growth equity investing and tailor our approach accordingly.

Venture Capital.  As an extension of our deep experience with counseling companies in their inception and growth, we represent venture capital funds and other investment vehicles in their portfolio investments, and throughout all phases of the investment cycle.  Because of our team’s experience representing portfolio companies, our venture investor clients often experience a unique level of insight when we provide counseling on various issues that come to bear in financing transactions. We provide venture capital clients advice and guidance to help them achieve better positioning for liquidity events, while simultaneously working to protect against poor-performing investments and wipeouts.

Growth-Stage General Corporate Counseling.  In addition to negotiating, structuring, and closing venture capital transactions, we offer unique guidance for emerging companies on business planning and investor presentations, as well as the full-service corporate and business operation counseling emerging companies need. Our clients often seek our advice and assistance on commercialization issues, as well as all manner of strategic alliances and joint ventures. By leveraging other Crowell & Moring resources, including intellectual property, tax, compensation/benefits, and employment counsel, we’re able to add significant value through our convenient, one-stop service.

Commercial Transactions.  Commercial agreements are a mainstay for business entities of all sizes, but often present the highest levels of risk/reward for emerging companies. Though sometimes considered "simple," these documents are the lifeblood of an organization and dictate the relationship between the company and its customers, vendors, partners, contractors, and, in some cases, the government. Our emerging company team is transaction-oriented, with a heavy emphasis on some of the most complex commercial contracts, large outsourcing arrangements, and cross-border transactions and disputes. We’ve assisted clients in the full scope of areas for commercial contracting, including master services, consulting, supply, distribution, manufacturing, and group purchasing. Businesses dealing with the evolving host of issues surrounding e-commerce agreements, including those related to online use and privacy policies, and public/private sector outsourcing turn to us for assistance.

Secondary Sales/Liquidity Rounds. We help private company stockholders in secondary sales/liquidity rounds in advance of an IPO or acquisition. This can be an important strategy for founders, employees with significant holdings, and investors to diversify their risk and promote liquidity.

Mergers & Acquisitions.  Emerging businesses and investors require a true strategic partnering approach in all matters, including potential M&A transactions. By working seamlessly with you and your trusted advisors ensuring full coverage of your needs, we effectively structure, document, negotiate and close the transaction. After closing, we remain fully committed and continue to partner with you on business integration efforts until all objectives are achieved the way YOU envisioned. We provide comprehensive representation in all types of M&A for private and public entities, including:

  • Domestic & Cross-Border Stock/Asset Acquisitions
  • Divestitures and Dispositions
  • Spin-offs
  • Corporate Reorganizations

Initial Public Offering.  As growth continues, we counsel companies on liquidity events, including IPOs. Businesses trust our team to handle all aspects of IPO offerings, from diligence and drafting of required disclosure documents such as registration statements and prospectuses filed with the SEC, offering memoranda and circulars, and related agreements to coordination with banks, exchanges, and investors.  Issuers appreciate our legal insight and business-focused guidance which we offer throughout the process.  With the continued goal of true strategic partnership in mind, we strive to make the IPO process more efficient and ensure our clients are prepared to anticipate issues before they arise by leveraging experience as both issuer’s and underwriter’s counsel, staying ahead of the latest trends and topics through ongoing dialogue with SEC, NASDAQ, and NYSE, counseling management team and board of directors on the laws and regulations that affect a company during and after an IPO, and proactively working with each client to transition to life as a public company, following the IPO.

Public Company Advisory.  Navigating the markets, securities laws, and disclosure requirements can be challenging. In addition to supporting issuers in all stages of their corporate life, we maintain deep experience working with underwriters and investors in connection with public and exempt offerings of equity and debt securities.  We advise on a range of transactions, including:

  • Follow-on & Underwritten Public Offerings
  • Registered Direct Offerings & PIPE Deals
  • Shelf Registration & Takedowns
  • Special Purpose Acquisition Company (SPAC)

Coupled with our significant M&A experience, we advise on securities issues relating to acquisitions, sales, mergers, and divestitures involving public companies. Issues our clients commonly face have included deal structure (such as one-step mergers or two-step tender offer transactions), “going private” considerations, annual meeting and proxy solicitation guidance, registration of securities issued in a transaction (including on Form S-4), exchange listing and delisting compliance procedures, periodic and ongoing disclosure requirements under the Securities Act of 1933 and the Securities Exchange Act of 1934, the complex and far-reaching obligations under the Sarbanes-Oxley Act and the Dodd-Frank Act, contested elections, state law fiduciary duties, blue-sky compliance, Section 13 and Section 16 compliance and reporting, insider trading investigations, and public company governance regimes. We have extensive experience in all aspects of compliance with U.S. and state securities law, representing boards & board members, special committees, management, and both individual and group investors.

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Firm News/Announcement
"Venture Capital Financing Update: National Venture Capital Association Releases Updates to Model Legal Documents," Corporate Alert (August 10, 2020). Contacts: Richard B. Holbrook Jr., Adelicia R. Cliffe, Jon O'Connell, Michel C. Narganes, Matthew Melville
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Firm News/Announcement
"Cross-Border Financing of Fintech Start-ups: A Practical Look at Venture Debt and Venture Equity Financing Practices in Canada, Europe and the U.S.," ABA Business Law Section 2019 Annual Meeting, Washington, D.C. (September 13, 2019). Moderator: Jonathan Cardenas; Panelist: Richard B. Holbrook, Jr.
"Cross-Border Fintech Investment: From Venture Financing to Private Equity and Beyond," ABA Business Law Section 2019 Spring Meeting, Vancouver, Canada (March 28, 2019). Program Chair and Moderator: Jonathan Cardenas; Panelist: Richard B. Holbrook Jr.
"The Shared Economy: Disruption Continues," 2017 ANA/BAA Marketing Law Conference, Chicago, IL (November 13, 2017). Moderator: David Ervin.
Experienced International Corporate Partner Lex Eley Joins Crowell & Moring (Oct.10.2016)
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Crowell & Moring LLP is an international law firm with approximately 550 lawyers representing clients in litigation and arbitration, regulatory and policy, and transactional matters. The firm is internationally recognized for its representation of Fortune 500 companies in high-stakes litigation, as well as its ongoing commitment to pro bono service and diversity, equity and inclusion. The firm has offices in Brussels, Doha, London, Los Angeles, New York, Orange County, San Francisco, Shanghai, and Washington, D.C.

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