Overview

Sarah Palmer is a corporate attorney in Holland & Knight's Boston office. Ms. Palmer focuses her practice on representing emerging growth companies, venture capital investors and other strategic investors.

Ms. Palmer represents private companies throughout their life cycles, from company formation through commercial growth, sale processes and public company readiness. She often serves as outside general corporate counsel to companies in technology, life sciences, digital health, financial services and other growth-oriented sectors.

In addition, Ms. Palmer advises companies, venture funds, strategic investors, angel investors, family offices and funds on a wide range of financing, acquisition and investment transactions. Her experience includes convertible notes and simple agreement for future equity (SAFE) offerings, early-stage and growth financings, corporate reorganizations, commercial contracts, intellectual property (IP) licensing matters and day-to-day corporate governance counseling.

Ms. Palmer regularly guest lectures to entrepreneurs and startups at the Massachusetts Institute of Technology's Sloan School of Management on entity formation and early-stage financings.

Prior to joining Holland & Knight, Ms. Palmer was an attorney in the corporate and securities practice of an Am Law 100 law firm, where she advised emerging companies, investors and strategic acquirers on corporate transactions and general corporate matters.

Before attending law school, Ms. Palmer was a Teach for America corps member and spent three years as a middle school teacher in Baltimore.

Representative Experience

  • Represented a rare disease-focused pharmaceutical company in its sale to a global pharmaceutical company in a reverse merger initial public offering (IPO) valued at up to $500 million
  • Represented a telehealth company in its acquisition of another digital health company for an aggregate value of $138 million
  • Represented a leader in protective eyewear solutions for military and tactical use in the sale of its eyewear business to a private equity firm based in New York and a private equity firm based in Chicago
  • Represented a cloud computing company and owner of a leading smart reusable notebook brand in the U.S. in its sale to a global manufacturing company of stationery, lighters and shavers
  • Represented a family office in the acquisition of an autism services company for an aggregate value of up to $15 million

  • Regularly represents technology-focused strategic investors in international early- to mid-stage venture financings
  • Represents angel investors and angel investor networks in seed-stage and early-stage financings across the technology sector
  • Counsels portfolio companies on day-to-day legal matters as outside general counsel, including contract review, employment matters, regulatory compliance and strategic business decisions
  • Represents start-up companies on formation and corporate structure, including drafting stockholders and founders agreements, equity incentive plans and stock option agreements, nondisclosure, noncompetition and invention assignment agreements, as well as stock restriction and stock purchase agreements, and the filing of 83(b) elections
  • Advises emerging growth companies on corporate governance matters, including board composition, committee structures, fiduciary duties and compliance with Delaware corporate law
  • Represented Relation Therapeutics in a $15 million equity investment from GSK as part of a broader collaboration that includes a $45 million upfront payment, potential milestone payments of up to $200 million per target and tiered royalties
  • Represented an education nonprofit in ongoing intellectual property (IP) licensing and commercial contract needs
  • Structures and negotiates simple agreement for future equity (SAFE) and convertible note financings for early-stage technology and life sciences companies, advising on valuation caps, discount rates and conversion mechanics
  • Represented a large, public strategic investor in venture capital and strategic investments across the healthcare and technology sectors
  • Represented a biopharma company focused on women's health and infertility in its $15 million Series A+ financing supporting innovation in reproductive health
  • Represented a health system in Maryland in the spinout of healthcare technology company
  • Represented a medical device company in a $400,000 friends-and-family convertible note financing
  • Represented a pharmaceutical company in a three-tranche Series A financing valued at up to $45 million
  • Represented a life sciences company in its $90 million Series D financing
  • Represented a German venture capital fund in its investment in a $35 million Series B financing
  • Represented a European enterprise software company in a corporate reorganization and cross-border $20 million Series A financing
  • Represented a drug development company in its $150 million Series A financing
  • Represented an insurance technology company in its $3 million Series Seed financing

Credentials

Education
  • Northeastern University School of Law, J.D.
  • Notre Dame of Maryland University, M.A., Leadership in Teaching
  • University of Florida, B.A., Political Science and Anthropology, cum laude
Bar Admissions/Licenses
  • Massachusetts
Memberships
  • Boston Bar Association
  • Massachusetts Bar Association
  • Greater Boston Chamber of Commerce
Honors & Awards
  • Rising Star, Massachusetts Super Lawyers magazine, Business and Corporate Transactions, 2024, 2025

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