Emerging companies typically operate in rapidly evolving industries where expertise, speed and efficiency are rewarded. Often these companies move from conception to acquisition or initial public offering over a short period of time. This rapid growth carries enormous risk. To gain competitive advantage, sustain innovations and successfully manage rapid growth, proper groundwork and execution are essential. Missteps can be fatal.
To be successful, emerging companies must pay close attention to numerous interrelated business and legal issues, including:
- Structuring and negotiating financing from a variety of sources, which may include angel investors, research grants, venture capital funds, strategic investors, banks and other financial institutions and public markets
- Identifying and protecting key intellectual property through patents, trademarks, licensing and other contractual and regulatory protections
- Leveraging innovation by structuring and negotiating strategic partnerships and corporate alliances
- Developing employment and consulting agreements, including non-competition, non-solicitation, confidentiality, work for hire, inventor assignment and conflict of interest provisions, and qualified and non-qualified equity incentive plans
- Preparing for product commercialization, including identifying and securing necessary regulatory approval and developing manufacturing capabilities
- Accomplishing a successful exit strategy through an initial public offering or sale transaction to achieve liquidity and to finance further growth
- Companies that fail to properly consider and address these issues are at a competitive disadvantage and will experience a loss of value, a delay in developing their business and an unnecessary drain on management resources
Our Team’s Capabilities
Emerging companies in all stages of their growth cycle, from start-ups seeking an initial capital investment to companies preparing for an initial public offering or sale, rely on Bryan Cave for legal advice. The services we provide include:
- Structuring and Negotiating Financing – Bryan Cave has structured and negotiated financing for our emerging company clients from a variety of sources, including angel investors, academic, government and commercial research grants, venture capital funds, strategic investors and banks and other financial institutions, as well as the public markets. Companies frequently find our network of relationships beneficial in making introductions to sources of capital.
- Intellectual Property Creation and Protection– Bryan Cave regularly advises clients on patent, trade secret and copyright protection of their intellectual property, including preparing patent applications, drafting agreements to maintain the confidentiality of the intellectual property and reviewing third party patent portfolios. Our lawyers work with clients to craft strategies in order to protect and capitalize on their intellectual property.
- Strategic Partnerships and Corporate Alliances – Strategic partnerships and corporate alliances are often critical to the success of emerging companies. Our lawyers assist companies in structuring and negotiating research and development licenses, joint venture agreements, strategic partnerships, earning agreements and other collaborative arrangements. Clients rely on Bryan Cave for strategic licensing, corporate partnering and research collaboration matters.
- Employment and Consulting Arrangements – Emerging companies turn to Bryan Cave to prepare agreements for their employees and consultants, including non-competition, non-solicitation, confidentiality, work for hire, inventor assignment and conflict of interest agreements. We have devised qualified and non-qualified equity incentive plans which navigate through the multitude of regulatory and institutional requirements, including conflict of interest restrictions, Stark law and anti-kickback rules.
- Compliance and Regulatory Services – Many emerging companies operate in an environment subject to a wide array of federal and state legislation and regulations. Our lawyers understand the nuances of the FDA approval process (e.g., IRB, 510(k), PMA, etc.) and the U.S. healthcare payment system (e.g., Medicare, Medicaid, CMS, etc.) and work closely with FDA consultants and others retained by our emerging company clients to obtain such necessary approvals.
- Experience in IPO and M&A Exit Strategies – We have an excellent understanding of capital market practices and extensive experience in advising companies in their exit strategies. Bryan Cave has advised companies through the public offering process, including preparation of registration statements and prospectuses and assisting clients with the listing process. A perennial Top 15 law firm in the U.S. Merger & Acquisitions rankings, Bryan Cave also assists clients in a wide variety of M&A transactions, including stock and asset acquisitions, mergers, tender offers, leveraged buyouts and recapitalizations.
Benefit to Our Clients
Our comprehensive services provide the legal advice and business acumen companies need at every phase of their growth. Specifically, our experience in structuring and negotiating financing, strategic partnerships and corporate alliances, intellectual property protection, and knowledge of IPO and M&A exit strategies has led to significant value generation for our clients and their shareholders. Our 1,100 professionals also provide clients with:
managing the financing process to accelerate a deal from the structuring/term sheet stage through the closing.
utilizing our experience and state-of-the-art form documents to maximize the efficiency of drafting and negotiating of definitive transaction documents.
identifying key value drivers in a deal and making the most of them while reducing risk by uncovering and avoiding common deal pitfalls.
Seeing the Big Picture:
advising on all aspects of your business and at all stages of its growth, from seed funding through acquisition or initial public offering.
understanding your technology and its role in your business means a more effective intellectual property strategy and a more valuable enterprise.
Rapid Commercial Response:
responding rapidly and knowledgeably to complete licensing, sales, collaboration and other commercial contracts at the speed of business.