Emerging Business & Technology

Morgan Lewis maintains close professional relationships with venture capital firms around the world. We understand how they operate, their diverse investment strategies, and their unique legal requirements. Our lawyers have participated in venture funding of emerging growth companies totaling more than $5 billion in the last five years alone.

We regularly advise venture fund (VC) sponsors on a range of legal matters, from investment transactions, to legal issues related to the formation of new funds, to structuring new financial arrangements for general partners and managing directors. We advise on the legal matters every company faces: tax, financing, employment, employee benefits, and best governance practices. In addition, we use our experience with hundreds of emerging companies to assist VC companies in planning ahead to maximize value from initial public offerings, mergers and acquisitions (M&A), and other liquidity alternative opportunities.

Our firm has a strong reputation in the VC community for our work with VC firms and other private investment funds. Our connections to financing sources and entrepreneurs have resulted in close relationships with the VC communities in the New York, Mid-Atlantic, Silicon Valley, and global markets.

Strategic Partnerships

Each of our clients works with a dedicated, partner-led team familiar with the client’s business objectives, industry dynamics, and market issues. Our goal is to provide VC firms with the guidance to create a strong foundation for success. We work closely with clients to negotiate strategic partnerships and to ensure that their portfolio investments are undertaken with proper due diligence. We appreciate and understand the details involved in exit transactions, sales of investments, and secondary transactions. We also play a strategic role in the day-to-day operations of VC firms—guiding them on a path to future success.

Our experience within industry-specific areas such as clean technology, energy, software, wireless technology, Internet, and life sciences provides us with the necessary knowledge of portfolio companies required by VC firms. By representing these portfolio companies, we understand the strategies essential for success—those leading to a reward on a client’s investment. And our securities and M&A practices have proven track records in managing successful exits.

Private Investment Funds

Representing clients with trillions of dollars in assets under management, we have one of the largest investment management practices in the world. From our offices in financial centers in North America, Europe, Asia, and the Middle East, our team advises funds, managers, investment companies, investment advisers, broker-dealers, banks and trust companies, insurers, institutional investors, and other industry participants on the full spectrum of legal advice, including formation, investment, transactional, regulatory, and compliance.

Morgan Lewis represents strategic investors around the world, and our lawyers understand the unique challenges presented by venture investments—whether made from the corporate treasury or through dedicated venture capital entities or funds. Because these investments raise critical business and legal issues, our strategic corporate investor clients rely on us to navigate the complexities of partnering with emerging growth companies and investing in startups.

Our team advises clients on the full spectrum of matters related to strategic investments and corporate venture capital. We regularly counsel on rights of first refusal, spin outs, portfolio investments, and new fund formation. Our lawyers also often play an important role in day-to-day operations, offering complete solutions to address vital ongoing legal and business issues as our corporate venture clients branch out into new technologies and commercial efforts. Additionally, we have particular experience handling corporate governance issues such as conflicts of interest and the corporate opportunity doctrine, as well as intellectual property “taint” risks and exit rights issues.

Strategic Advice

• Rights negotiations, including options to acquire and rights of first refusal
• Corporate venture fund structuring/formation/governance
• Fund maintenance
• Investment candidate referrals
• Recruitment and retention of investment professionals
• Litigation and employment issues

Deal Implementation

• Corporate governance and fiduciary duties
• Financing terms and document review
• Investment counseling
• Portfolio company investment representation
• Closing logistics/deal execution support
• Portfolio company relations management
• Securities, tax, and accounting issues

Technology, Outsourcing & Commercial Transactions

• Corporate and IP due diligence, including pre-investment audit and analysis
• Financial services and US Food and Drug Administration issues
• Holding company and business unit restructuring
• Technology collaboration, outsourcing, and partnerships
• Open source and IP-related risk analysis

Our lawyers are leaders in the technology, online presence, and commercial transactions fields, recognized for innovation and thought leadership for early stage companies. Morgan Lewis has a substantial team dedicated to advising clients in all aspects of technology and commercial transactions, as well as online presence and e-commerce management. Our market knowledge and experience enables us to provide practical, efficient, and effective advice.

TECHNOLOGY TRANSACTIONS

We are well known for our experience in supporting clients entering into strategic technology transactions. Our innovative work for clients in structuring license services and alliance deals that leverage new technologies and solutions—including cloud computing, Software as a Service (SaaS) Infrastructure as a Service (IaaS), and data analytics—has positioned us as leaders in the technology market. We regularly assist early stage clients in creating agreements to productize their technology and to secure rights from third parties in a manner that facilitates smoother investment rounds.

E-COMMERCE & ONLINE PRESENCE MANAGEMENT

We cover legal issues arising from the setup, maintenance, and operation of e-commerce platforms, websites, and mobile applications. Our team helps clients maintain their entire mobile and online presence, addressing app and website development, hosting and maintenance arrangements, privacy and acceptable use policies, end-user use and transaction agreements, data and content use and aggregation, security requirements and processes, and data breach and retention issues.

COMMERCIAL TRANSACTIONS (SUPPLY & BUY SIDE)

We support our clients with the purchase, sale, and licensing of goods and services, representing them at all points in the supply and distribution chain. Our experience ranges from managing entire commercial contract portfolios; to supporting procurement, sourcing, and supply chain operations; to handling a regular flow of contract work to support business operations; to assisting with contract overflow.

CYBERSECURITY & PRIVACY SUPPORT

Our clients engage in a wide range of transactions involving the disclosure, processing, collection, and use of critical business and sensitive personal data. We understand the current state of the regulatory and industry environments affecting these transactions and provide business-oriented advice on vendor and customer transactions, due diligence, data collection, acquisition, and use. We use this experience both to help early stage companies structure their own policies and practices as well as to be responsive to the concerns of their customers large and small.

TRANSITION SERVICES SUPPORT IN M&A TRANSACTIONS

We work closely with our mergers and acquisitions (M&A) team in performing contract due diligence, handling third-party consent and assignment arrangements, and drafting and negotiating shared services and transition services agreements. This experience permeates every aspect of our advice to start-ups based on firsthand experience relating to the technology and diligence issues arising in critical corporate transactions.

For life sciences companies in every stage of development, the emerging business and technology team at Morgan Lewis provides customized legal guidance and international connection to address critical business issues.Our lawyers and technical specialists in North America, Asia, Europe, and the Middle East deliver pragmatic, goal-oriented advice for life sciences companies. We work closely with clients to position them to raise capital, attract investors, negotiate strategic relationships, establish intellectual property (IP) protection practices, plan US Food and Drug Administration (FDA) regulatory and product reimbursement strategies, resolve disputes, and increase their international presence.

We represent life sciences entrepreneurs in a range of industries, including biotech and specialty pharmaceutical companies, industry associations and academic research institutions, medical device manufacturers, food and nutritional companies, and healthcare service providers.

TRANSACTIONS

Transactions range from early stage research platform deals to co-development and co-commercialization collaborations to co-promotion arrangements. In the course of structuring and negotiating this range of life science deals, we provide a variety of legal services, including IP, FDA/regulatory, real estate, tax, litigation prevention, and US and international governmental regulation. In addition, we assist clients with operational matters, such as supply, distribution, and equity investment agreements. We also represent academic institutions and industry partners in licensing technology and sponsoring research programs.

Our team advises private equity and venture capital firms on fund formation and other investment vehicles, and counsels pharmaceutical clients on participation in these funds and formation of in-house funds.

GUIDING DEAL FLOW

Emerging growth and technology businesses that partner with us benefit from our guidance, value-added network, and access to sources of capital. We work closely with clients to position companies for investment, raise capital, negotiate strategic relationships, establish IP protection practices, and create incentive compensation plans. Each of our clients works with a dedicated partner-led team familiar with the client’s business objectives, industry dynamics, and market issues.

Our reputation and relationships help entrepreneurs and investors make profitable decisions and connections. We keep clients close to the financing resources that fund today’s companies through our established relationships with the venture capital and investment banking communities in the New York, Mid-Atlantic, Silicon Valley, and global markets.

At Morgan Lewis, we believe it’s our professional responsibility to support social enterprises, microfinance institutions, and other impact investors. We leverage our strengths in private equity, venture capital, structured and leveraged finance, investment fund formation and management, corporate and securities regulation, international and not-for-profit tax, and international dispute resolution with the resources of our offices in North America, Asia, Europe, and the Middle East. We help firms make sound decisions and implementations in line with clients’ expectations for impact investments to generate both a financial return on capital and a social benefit.

VENTURE CAPITAL & PRIVATE EQUITY

We understand the operations of venture capital firms and private equity firms, their investments, and their legal needs, and we have developed close professional relationships with such firms around the world, acting as committed advisers with relevant experience during these competitive economic times. We regularly advise venture capital funds on a variety of legal matters, including portfolio investments and the formation of new funds.

TAX-EXEMPT ORGANIZATIONS

We help tax-exempt organizations structure mission-related and social investment funds and investment opportunities both inside and outside the United States. We devise appropriate corporate and tax structures, draft fund formation documents, offer materials and related agreements, and assist with investments in target companies. In addition, we advise our tax-exempt clients on investment management issues generally and review and draft all necessary documentation to support our clients’ investment activities.

PRO BONO INITIATIVE

For more than 100 years, Morgan Lewis has donated its time and resources to the public good. Our firm works with dozens of legal services organizations in the cities in which we practice, and in fiscal year 2019, 100% of our 2,100 eligible lawyers contributed at least 20 hours to pro bono representations for more than 132,000 hours in total.