The Firm and its attorneys are experienced in the representation of businesses of all sizes, from start-up companies to multinational public corporations, as well as funds, placement agents and individual and institutional investors, in all manner of corporate and securities matters. Such representations by our attorneys in recent years have included the following matters (in certain instances, confidentiality considerations prevent identification of clients and/or transaction details):

Securities/Venture Capital/Private Equity

• Representation of various venture capital funds in connection with portfolio investments in emerging growth companies, private equity funds, hedge funds and other investment vehicles, as well as in general partnership and corporate matters.
• Representation of a private equity group that invests in early-stage companies in connection with formation activities as well as in evaluating and negotiating portfolio company investments.
• Representation of the private equity group of a multinational financial institution in connection with investments in new media and other high technology companies as part of a team that was rated by the client as its best outside private equity counsel.
• Representation of Fordham Fund LLC, an investment fund, in activities in connection with the monitoring of its portfolio investments as well as in its general legal matters.
• Representation of Renaissance LLC, a developer/provider of supply chain software, through three round of venture capital financing.
• Representation with respect to general corporate matters of CytoCore, Inc. a publicly-traded, emerging growth company with an innovative, FDA-approved technology in the field of cervical cancer-screening.
• Representation of various public companies for all securities matters.
• Representation of a development-stage company in the fast-growing online casual video game market and in the development of iPhone games in connection with the closings of six rounds of high-value angel financing in less than two years.  The fast pace of fundraising, which was a consequence of the company's expedited go-to-market strategy, required close coordiantion with management to permit the documentation and closing of each round in the accelerated timeframe necessary to permit marketing of subsequent rounds.
• Representation of HopStop, Inc., a company owning a proprietary system for generating and providing online directions and travel information for urban markets, in its seed-round financing and Series A preferred stock financing.  The Firm was engaged by the company at a point when its first round of financing had been partially negotiated. Following our engagement, we were able to improve the terms for the company by negotiating a simplified structure for the financing that resulted in reduced time to funding and significantly reduced legal fees compared to the anticipated costs of the initial structure.  While the Firm’s corporate attorneys were negotiating and closing the company’s financing, our intellectual property attorneys were advising the company on matters pertaining to protection of its intellectual property, ultimately increasing perceived value of the company in the investment marketplace.
• Representation of a founder of Empyrean, Inc. (formerly Med Options, Inc.), a developer of innovative software and related products for the medical insurance industry, in connection with the company’s Series B preferred stock financing.  The Firm assisted the founder in his successful efforts to step down from management responsibilities while maintaining a significant equity position in the company in a course of aggressive negotiations that required resisting numerous attempts to extract concessions in connection with his departure.
• Representation of New York-based Jinti, Inc., a leading online job search and social networking company servicing China, in its Series A preferred stock financing.  The Firm was engaged by the company at a point when an angel round of financing had been substantially negotiated.  Following our engagement, we were able to modify and complete the required documentation in a manner calculated to reduce anticipated time to funding and reduce legal fees in connection with the closing.
• Representation of a principal investor in Best Action Sports, Inc., a leading manufacturer and distributor of sporting goods and apparel in the extreme sports industry, in connection with the purchase of stock in two rounds of the company’s preferred stock financings.
• Representation of Remote Meeting Technologies, LLC, a company with innovative proprietary technology in the field of internet video monitoring, in an institutional round of seed-financing.  The Firm’s intellectual property attorneys have also advised the company concerning licensing issues relating to the need faced by most early-stage companies to drive sales on an accelerated basis without sacrificing necessary protections for the intellectual property assets that are the source of the company’s critical competitive advantage in the marketplace.
• Representation of Celestial Press LLC, an online publisher, in a round of seed-financing. In addition, the Firm’s licensing and intellectual property attorneys represent the company with respect to intellectual property protection.
• Representation of I Do Now I Don’t, Inc., a developer of an online auction-based marketplace in secondhand wedding and engagement rings, in three rounds of angel financing.  In addition, the Firm’s licensing and intellectual property attorneys represent the company with respect to intellectual property protection.

Mergers & Acquisitions/Joint Ventures

• Representation of the founders of Vigo, Inc., an electronic funds transmission service, in the sale of their equity interests in the company to a private equity group and then, later, in a merger of the company with First Data Corporation, the parent company of Western Union.  The company, a leading funds transmitter to Latin America and other countries around the world, operates in what is a heavily regulated industry.  As a result, the negotiation and closing of the transaction required the close cooperation and coordination of corporate and regulatory counsel.
• Representation of the management of the Renaissance division of Imrex in a buyout of the division’s assets.  Following the buyout, we represented Renaissance LLC, a developer/provider of supply chain software, in its merger into a publicly-traded company.
• Representation of an international manufacturer and distributor of eyewear in its acquisition of the sunglass business of one of its principal competitors, and in its acquisition of an international retailer of sunglasses.  Because of the international character of the operations of the target manufacturer/distributor, that transaction involved significant international structuring and coordination issues.
• Representation of the purchaser of a chain of four hotels from a Fortune 100 corporation.  This representation was based on the supervising partner’s prior experience as general counsel to an elite international hotel chain.
• Representation of a founder of Leprechaun LLC, a developer/provider of software and services to the medical insurance industry, in connection with joint venture and strategic partnering relationships involving the company.  Upon the sale of the company, as a consequence of the founder’s recognition of the Firm’s thorough approach to legal documentation, the Firm was asked to act as reading counsel, reviewing and commenting on the transaction documents prepared by the top AmLaw 100 firm that was otherwise running the transaction.
• Representation of an owner/publisher in the asset sale of fifteen trade publications and associated trade shows.
• Representation of certain foreign major companies in divestitures of U.S. subsidiaries.
• Representation of a development-stage company in the fast-growing online casual video game and iPhone game markets in the acquisition of a premier online game development studio.  As the buyer, a company with a limited employee-base and infrastructure, was far smaller than the target company, with its twelve-year operating history and 30+ employees, the transaction involved numerous complex issues in structuring and integration.
• Representation of a publicly-held software company in a joint venture with a major semiconductor manufacturer for the development of one of the largest chips then available.
• Representation of Real Cosmetics, Inc., a manufacturer and distributor of cosmetics for the ethnic cosmetics market, in negotiating acquisition activity involving the company.  Beyond the Firm’s advising on acquisition matters, our corporate attorneys have also been able to provide cost-effective assistance concerning general contracting matters that the company, like most smaller companies, has had to address on a regular basis without the benefit of in-house counsel.
• Representation of a manufacturer and distributor of medical laboratory equipment in the purchase of one of its suppliers, in a transaction calculated to drive long-term shareholder value and reduce supply-chain breakdowns through increased vertical integration of the company’s operations.
• Representation in the capacity of “Outside General Counsel” to a provider of firewall and other computer security services in day-to-day legal matters and in the successful sale of the company to one of its competitors as part of a roll-up.  The company experienced a growth curve not atypical of high tech start-ups with cutting-edge technology, going from initial formation to an exit event at a very favorable company valuation in a mere 18 months.
• Representation of a major entertainment company in its acquisition of amphitheatres, racing teams, talent and management agencies and other entertainment-related assets, and, ultimately, in the company’s sale to a larger competitor.

General Corporate/Start-Up/Other

• Representation of Hippon, Inc., a developer of an innovative answer-engine technology, in formation, structuring and general corporate matters and in the drafting of its Business Plan.  In addition, the Firm’s licensing and intellectual property attorneys represent the company with respect to its licensing arrangements with Forbes.com.
• Representation of SoftWise Corporation, a developer/provider of software to major national and international law firms, in general corporate and intellectual property matters involving the company.
• Representation of Urban Registry Inc., a provider of online real estate information services, in formation, structuring and general corporate matters. Among the tasks performed by the Firm’s attorneys, we have advised the company regarding changes to its capital structure required in connection with its equity incentive plan.
• Representation of Area/Code Entertainment, LLC a developer of iPhone games and of innovative online games for television and other mainstream media companies, in formation, structuring and general corporate matters. In addition, the Firm’s licensing and intellectual property attorneys represent the company in its licensing and development agreements and intellectual property protection.
• Representation of the founder of a music discovery website in structuring, LLC formation and general matters.  In addition, the Firm’s licensing and intellectual property attorneys represent the company in licensing and intellectual property protection.
• Representation of DailyHornet, LLC, a developer of a website dedicated to enabling and promoting direct democracy through online polling, in structuring, formation and general LLC matters.  In addition, the Firm’s licensing and intellectual property attorneys represent the company in intellectual property matters.
• Representation of Longevity Fitness, Inc. in its general corporate and commercial matters.  In addition, the Firm’s licensing and intellectual property attorneys represent the company in licensing and intellectual property protection.  Longevity Fitness is the company established by Sue Hitzmann, the developer of The M.E.L.T. Method®, a self-treatment technique that simulates the results of manual therapy, to commercialize M.E.L.T. 
• Representation of ethiKids, inc., a developer and distributor of educational materials in online and print formats, in formation, structuring and general corporate matters.
• Representation of one of the principals of a New York-based hedge fund in the negotiation and documentation involved in transition to new fund management.  The Firm’s attorneys were able to assist the principal in structuring a transition process that afforded him significant control over and rights to intellectual property assets and valuable strategic relationships of the fund.
• Representation of OmniCap, LLC, a registered broker-dealer, in the negotiation of its strategic relationships with various funds.
• Representation of InsideOut Health and Beauty, Inc., a developer of an online physician referral service, in formation, structuring and general corporate matters.  In addition, the Firm’s licensing and intellectual property attorneys represent the company in its intellectual property matters.
• Representation of Media Trust LLC, a media research company formed as a collaboration of some of the world’s preeminent specialists in the field of advertising research, in formation, structuring and general limited liability company matters.  In addition, the Firm’s licensing and intellectual property attorneys represent the company in its intellectual property matters.
• Representation of Hire Resumes, Inc., a developer of employment search technology, in formation, structuring and general corporate matters.  In addition, the Firm’s licensing and intellectual property attorneys represent the company in its intellectual property matters.
• Representation of Media Behavior Institute LLC, a company specializing in the collection and analysis of consumer media response data, in formation, structuring and general limited liability company matters.  In addition, the Firm’s licensing and intellectual property attorneys represent the company in its intellectual property matters.
• Representation of QEL System Services, a developer and operator of electronic trading platforms for the financial services industry, in general corporate and strategic matters.
• Representation of Klondike Technology Corp, a developer of online interactive video technology, in formation, structuring and general corporate matters.