Venture Capital

Holland & Knight's Venture Capital Team is focused on providing timely and insightful advice and guidance based on our attorneys' decades of collective experience, as well as the unique needs and objectives of each client. Our lawyers advise venture capital firms, corporate strategic investors, angel investors and family offices on all aspects of operations, formation, investment and liquidity issues. We also represent these clients, along with pension funds, endowments, large companies and high-net-worth individuals, in investments in funds and funds of funds. 

A distinguishing feature of our Venture Capital Team is that while we recognize that the marketplace for venture capital deals is growing increasingly competitive, we don't cut corners. Senior venture capital lawyers handle every deal, utilizing not only their individual years of experience but also tapping into the complete capabilities of our full-service firm so that each aspect of a transaction is carefully considered. For example, we focus on the fact that each prospective investment is a healthcare company, a software company, an energy company, etc. – not just a generic entity. As a result, each raises its own considerations, issues and concerns.

In addition, by integrating our depth of corporate, regulatory, intellectual property, finance, tax, risk management, executive compensation and employee benefits experience, our attorneys identify and manage the full range of legal and business issues to bring a realistic, efficient and comprehensive approach to each deal that we handle for our clients.

Practice Depth and Scope

Holland & Knight's Venture Capital Team includes the representation of institutional venture capital investors of all sizes, including corporate venture capital groups as well as market leaders holding vast collections of assets under management. Our team provides practical advice and guidance on a full range of formation, operational, investment and liquidity issues, including: 

• monitoring and actively influencing emerging industry trends
• advising investors on alternative financing structures
• providing substantial knowledge and experience in all types and stages of transactions
• navigating the best course for a potential "down round" scenario should a company's valuation drop, as well as for distressed merger and acquisition exits and wind-down scenarios
• reviewing and negotiating financing documents with an eye toward the goal of aligning interests and a liquidity event
• conducting thorough and detailed due diligence coupled with the ability to address any substantive issues that may arise, including intellectual property matters, regulatory issues, employment matters, pending litigation, outstanding debt instruments or any other material agreements
• representing general partners and managers throughout all investment stages and investment areas, as well as fund formation and management and operational matters
• providing realistic insight into prevailing terms, structures and practices
• understanding the business of the target investments, including how current and pending laws and regulations might affect them
• counseling investors with respect to portfolio company stockholder litigation and providing representation in litigation, when needed

Practical and Strategic Representation

Holland & Knight's venture capital attorneys take pride in our track record of providing practical and strategic advice. Our representation considers the economic and business factors involved in every transaction, including the potential benefits and risks associated with a transaction. Our lawyers understand the regional realities of the marketplace and take a measured and appropriate view when discussing potential terms, options and expectations. As a major part of this process, we assist clients from the outset in identifying issues and developing solutions related to due diligence, risk management and liquidating investments.

Operational and Management Savvy

Whether serving as general counsel to traditional or corporate venture capital (CVC) groups, setting up policies and procedures for governance and operations of the management company, or formulating compensation agreements, such as carried interest, profit sharing or vesting plans, Holland & Knight's Venture Capital Team members are ready to advise, draft and tailor all critical documents that are important to your bottom line. Our Venture Capital Team also provides strategic advice to multinational corporations starting corporate venture initiatives – including governance, operational, management and compensation strategies.

Fund Formation and Fund Investments

In support of and in conjunction with Holland & Knight's Private Investment Funds Team, we counsel clients in the formation of a wide range of domestic and international private investment funds. As a full-service firm, we have the ability to call on attorneys across teams to advise clients on all aspects of fund formation, from achieving a tax-efficient structure and compliance with applicable securities laws to ancillary objectives, such as adviser registration and personal tax planning for fund managers. We offer an integrated approach that incorporates the extensive knowledge of our securities, tax, corporate and employee benefits lawyers to guide our private investment fund clients through the entire range of legal issues involved in the formation process. We also advise institutional venture capital investors, pension funds, endowments, large companies and high-net-worth individuals investing in funds and funds of funds.

Investment Advice and Guidance in an Array of Sectors

Our team represents venture capital clients investing in companies at all stages of development, including incubation, seed, growth, mezzanine, down rounds and recapitalizations. We advise investors in a wide range of sectors, including information technology, software and hardware, energy, pharmaceuticals and biotechnology, medical devices and supplies, healthcare services and systems, manufacturing and supply chain, education and consumer goods. 

In recent years, our attorneys have closed nearly $2 billion of investor-side financings, including: 

• a recapitalization and $11 million Series 1 financing of an energy and cloud-based analytics company
• a $17 million Series C financing of a healthcare services company, including diligence regarding labor and employment issues, healthcare regulatory and payer compliance, Stark Law and Anti-Kickback Statute compliance, Health Insurance Portability and Accountability Act (HIPAA) compliance, and corporate practice of medicine
• a $35 million Series C financing of an electric vehicle charging company
• an $11.5 million Series A financing of a geothermal energy company that has developed technology to lower the cost and increase productivity of geothermal development
• a $15 million Series B financing of a healthcare medical device company
• a convertible note financing of a medical diagnostic company
• a $50 million Series A financing of a pharmaceutical company developing therapies for patients with genetic diseases
• a $20 million Series A financing of a gene therapeutics company
• a $50 million Series B financing of a company developing new antibody therapeutics to treat cancer
• a $15 million Series A financing of a software solutions company offering a single platform for data storage with advanced security and compliance
• an $8 million Series A financing of a clinical-stage biotechnology company developing therapies to address rare endocrine disorders
• a $20 million convertible note financing of a commercial stage energy power management company
• an $18 million Series A financing of an early-stage biotechnology company developing protein drugs
• a convertible note financing of a software-as-a-service company offering solutions and services automating financial aid processes for higher education institutions
• a $120 million Series A financing of a pharmaceutical company developing products to address liver and other rare diseases
• a $2 million Series A-2 financing of a software and technology company
• a $40 million Series C financing of a clean technology company

Liquidity Strategies

A key issue for many clients is the development of an exit or sale strategy, which is why our lawyers begin considering a liquidity plan at the same time we formulate all other strategies. To this end, our Venture Capital Team employs a holistic approach to investment strategy that includes all applicable stages of development. We take into account the key nuances of particular industries that differentiate these deals and require special attention to detail. In addition, no exit strategy would be complete without thoughtful financial planning and the use of all available tax strategies, such as Section 1202 of the Internal Revenue Code. 

We have represented: 

• an investor syndicate in a $277 million IPO for a life sciences company
• an investor syndicate in a $120 million sale of a medical device company to a public company
• investors in a $2.7 billion sale of a cardiovascular and metabolic disease company to a multinational pharmaceutical company
• investors in the sale of a biotechnology company for an undisclosed amount to a multinational pharmaceutical company, including the spin-out of certain assets
• an investor in a $50 million sale of a cardiac treatment company to a global medical technology company
• investors in a $75 million IPO of a Phase 3 biopharmaceutical company
• a Fortune 100 CVC 

Corporate Venture Capital Funding

We advise companies in both establishing and developing their CVC initiatives as well as their strategic investments across the globe. Our Venture Capital Team advises CVC clients on leveraging their global network and expertise to assist portfolio companies and accelerate enterprise growth. With Holland & Knight's guidance, these CVC clients have made successful strategic investments aimed at developing disruptive technologies, encouraging innovation and leveraging synergies with the parent company, as well as investments that are made primarily for financial returns. 

Holland & Knight lawyers have played a critical role in clients' CVC investments in portfolio companies across all stages, including exit/IPO, providing due diligence, structuring investments, advising on sharing and protecting intellectual property, counseling on best practices in corporate governance, monitoring investments and analyzing markets in our clients' industries. In addition, we structure and advise our large, multinational clients on the development of incubator companies, out-licensing and spinoffs of technology and products developed within the larger corporation that are not being developed for strategic reasons, and permitting the technology and products to be pursued in a more nimble setting that can attract additional capital. 

We bring to the table years of experience advising CVC clients, with a portfolio that includes hundreds of such investments spanning healthcare, energy, telecommunication, technology and other industries. 

Our CVC attorneys work together as a team and include cross-practice resources in Corporate Services, Mergers and Acquisitions, Intellectual Property, Taxation, Private Equity, Securities, Corporate Governance, Securities Litigation, and International and Cross Border Transactions. Holland & Knight's expansive network enables us to introduce CVC clients to companies seeking financing, joining efforts with our firm's Emerging Companies Team. Our representation of emerging growth companies and venture capital firms – both traditional finance and CVC – provides us with broad and deep experience negotiating and closing financing transactions quickly and efficiently.