Venture Capital

Maynard Nexsen has been intricately involved in all facets of the venture capital sector for decades, and we now have one of the most robust venture capital practices in the country. Our highly skilled team of venture lawyers understands the unique issues that venture investors face and provides timely and innovative solutions throughout all stages of their life cycle. We are forward-thinking and client-focused to ensure that every detail is handled efficiently. Our high volume of work with venture funds and emerging companies across the nation enables us to stay abreast of (or establish) industry terms, structures, and best practices. Clients turn to Maynard Nexsen’s Venture Capital Practice because we possess the know-how and relationships to make meaningful contributions to their businesses, and we are passionate about their innovative investment models and helping them achieve their financial objectives.

Fund Formation & Compliance

We regularly counsel both emerging and seasoned fund sponsors in connection with every stage of the formation of domestic and cross-border venture funds, including regarding structural, regulatory, securities, ERISA and tax issues, as well as economic terms, fund governance, and investor relations. Our clients range from small first-time funds to large institutional fund sponsors with over $1 billion of assets under management, and they include seed-stage, early-stage, growth-stage, and late-stage funds investing across a wide range of industries. Our services include:

• Evaluating potential fund structures, including master-feeder structures and offshore fund entities.
• Forming fund entities, including limited partnerships, corporations, limited liability companies, and trusts.
• Advice regarding key market terms, determining fund economics, and preparing executive summaries, term sheets, and presentations.
• Structuring and forming fund management entities.
• Preparing offering memoranda, subscription agreements, and other offering documents.
• Negotiating placement agency agreements and assisting with fundraising.
• Negotiating side letters with limited partners and closing investments by domestic and foreign investors.
• Compliance with overseas solicitation laws.
• Development of ESG policies.
• Advice regarding compensation issues for fund sponsors and their personnel.
• Day-to-day fund operations and compliance.
• Advice regarding U.S. securities laws, including compliance with the Securities Act, the
• Securities Exchange Act and applicable state securities laws.
• Advice regarding the Investment Company Act and the Investment Advisers Act, including relating to exemptions thereunder and determining whether clients are required to register as investment advisers with one or more regulatory authorities.
• Advice regarding compliance with FINRA and broker-dealer laws.
• ERISA, tax, CFTC and other compliance matters.
• Planning and forming co-investment vehicles.
• Planning and effecting secondary market transactions.

Venture Transactions

Maynard Nexsen’s venture capital investment transaction experience is robust, having closed over 100 venture capital transactions in the last few years. Our deal volume and immersion in the venture space enables us to handle transactions ranging in size from small SAFE investments to late-stage $1 billion rounds of funding. Our team draws on the expertise of numerous specialists in all relevant areas, including tax, antitrust, ERISA, securities, intellectual property, cybersecurity and data privacy, regulatory and employee benefits. We are efficient and thorough. We are savvy negotiators, and we work to close transactions quickly. We are particularly known for structuring innovative solutions and our practical, client-oriented approach to each transaction.

Our emerging company team also regularly assists emerging growth companies with raising venture capital. We leverage those team members and our global network of business relationships to make introductions to potential investment opportunities that we believe meet our clients’ investment criteria. Our transaction services include:

• Drafting and negotiating term sheets, structuring investments in a tax-efficient manner, and negotiating deal terms, including the terms of the security being purchased, board representation, consent rights, information rights, anti-dilution rights, preemptive rights, drag-along rights, registration rights, redemption rights, and other customary investor rights and protections.
• Conducting HSR analysis and determining whether an exemption exists or making an appropriate HSR filing.
• Conducting CFIUS analysis and determining whether notification and approval are required.
• Conducting due diligence investigations, including cap table analysis, risk assessment, and review of IP ownership, patent and licensing matters, contract matters, employment matters, pending litigation and data and privacy matters.
• Preparing due diligence memorandum and addressing any issues identified, including regulatory and compliance issues, potential or pending litigation, data and privacy issues and third party notices and consents.
• Drafting and negotiating definitive transaction documents, including Certificates of Incorporation, Bylaws, Investors’ Rights Agreements, Voting Agreements, Right of First Refusal and Co-Sale Agreements, Management Rights Letters and Indemnification Agreements.
• Closing investment transactions.
• Providing ongoing advice regarding Board service and stockholder matters.
• Providing advice regarding follow-on rounds of funding and related issues.

Fund Dispositions

We routinely assist clients in liquidating their investments. Our venture fund clients often ask us to directly advise their portfolio companies in connection with their exit events, but we otherwise advise our clients in connection with all customary liquidity paths, including:

• Portfolio company M&A events
• Portfolio company initial public offerings (IPOs) and direct listings
• Exercises of redemption and negotiated buyouts
• Secondary market transactions

A Full-Service Platform for Emerging Businesses

From formation through exit, we partner with innovative companies as trusted legal and business advisors. We help entrepreneurs establish governance structures, protect intellectual property, secure financing, recruit and incentivize talent, negotiate strategic partnerships, expand operations, and pursue liquidity opportunities. Our goal is to provide pragmatic legal solutions that enable management teams to remain focused on growth. 

Industry Focus

Maynard Nexsen’s broad industry knowledge and experience are unsurpassed. We understand the often breakneck pace of disruptive technology, and we have teams that are equally proficient in advising the innovators and the investors across these dynamic industries. Our venture fund clients invest across a variety of industry sectors, including:

• Software & SaaS
• AI & Machine Learning
• Data Science
• Defense Tech
• Digital Media
• Logistics
• Health Care & IT
• FinTech, including Payment Processing, POS Systems, Wallets & Novel Financing Modalities
• Blockchain & Cryptocurrency
• Life Sciences, including Pharmaceuticals, Medical Devices & Diagnostics
• Healthcare IT & Healthcare Services
• Autonomous Vehicles & Drones
• Advanced Materials
• Hardware & IoT
• Insurance & InsureTech
• Alternative Energy
• Robotics
• Tech-Enabled Business Services
• Travel
• Food & Beverage
• Cannabis

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