Emerging Company

“BakerHostetler LLP has the depth within their organization to successfully achieve the desired results of their clients and to protect their interests."

– this comment appears on the U.S. News & Best Lawyers "Best Law Firms" website at bestlawfirms.usnews.com

As entrepreneurs learn quickly, starting a new business can be difficult. Strategic decisions made at the outset of a venture can determine its ultimate success. That is why so many new enterprises turn to the BakerHostetler Emerging Company team to ensure that they launch with every advantage. Our Emerging Company team members not only understand how entrepreneurs think, we have the experience and expertise to help them maximize growth while minimizing risk. Inspired by the ingenuity and dedication of the entrepreneurs we represent, the BakerHostetler Emerging Company team takes pride in contributing to their success stories.

Startup and Growth

From the beginning of our team’s involvement with new entities, our focus is on helping clients identify their most pressing needs, on understanding the opportunities and challenges ahead and then on maximizing the resources at their disposal. We work closely with founders and other officers to address the issues that emerging companies encounter in their startup and growth phases, including:

  • Protecting proprietary intellectual property;
  • Commercializing products and services;
  • Structuring technology transfers from universities and research institutions;
  • Providing guidance on e-commerce activities, including preparing privacy, terms of use and other website policies and negotiating payment processing and similar agreements;
  • Structuring and negotiating financing transactions;
  • Retaining and incentivizing employees;
  • Preparing shareholder agreements;
  • Structuring outsourcing arrangements;
  • Negotiating software and other IP licenses;
  • Protecting personal assets; and
  • Structuring corporate governance and advisory boards
Access to Capital

Virtually all emerging companies require access to capital during their growth phases. We regularly work with venture capital, angel and private equity investors and we maintain close relationships with organizations designed to match investors with early-stage enterprises seeking capital. Because capital is critical to how quickly you can realize your initial business objectives, we help you maintain your focus on what should be important to you and your organization while guiding you through each step of the capital-raising process.

Industry-Specific Services

Emerging companies frequently require a range of legal services that only a multi-service law firm like BakerHostetler can provide. Our Emerging Company team members have access to more than 900 colleagues nationwide and their collective experience is available to help new businesses address virtually any legal issues a fledgling entity may face. And, perhaps most importantly, that deep experience is readily accessible as those companies inevitably encounter the opportunities and challenges that are synonymous with launching new enterprises.

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For example:

Our full-service Intellectual Property Group—recently expanded through our merger with the leading IP boutique Woodcock Washburn— helps clients protect IP portfolios across the country and around the world.

Our FDA and Life Sciences team routinely helps clients navigate regulatory compliance and litigation issues throughout the life cycles of drugs, medical devices and other products that are regulated to assure their efficacy and safety.

Our Tax Group—one of the legal profession’s most respected—works closely with emerging team clients to structure tax-efficient transactions and to arrange business operations in ways that minimize compliance burdens and optimize tax synergies.

Our Privacy and Data Protection team has the experience that comes from helping clients respond to more than 500 data breaches (including 175 in the past year) to help emerging companies protect their internal or external data from all types of threats, accidental or malicious.

Our Corporate Governance team advises founders, executives and directors about their fiduciary responsibilities, how to deal with stakeholders and a wide range of other governance issues.

Our Transactions team includes more than 100 mergers and acquisitions attorneys who regularly represent clients of all sizes in their domestic and international transactions.

Our New Markets Tax Credit and State and Local Tax teams have a strong track record of guiding businesses through the process of securing economic development incentives at the state, local and city levels.

Our Employment Group, well-known for representing employers in the challenging issues facing employers in the modern workplace, works closely with our Executive Compensation team to assist clients in structuring meaningful and effective compensation arrangements.

Our Private Equity and Venture Capital team regularly work with capital, angel and private equity investors to guide emerging companies through each step of the capital-raising process.

We also maintain a national network of referrals for entrepreneurs needing the expertise of accounting firms, web designers, insurers and other vendors with substantial experience servicing emerging companies

Client Success Story

In 2001, the founders of Envision RxOptions, a small pharmacy benefits management company, asked BakerHostetler to represent them on a range of tax and corporate matters. Although at the time, Envision had fewer than 10 employees and only a handful of clients, its business utilized a unique business method, which BakerHostetler helped the company patent. Capitalizing on this unique business model, Envision rapidly expanded its customer base and its lines of business. As the company grew, the scope of services for which it turned to BakerHostetler grew as well. Indeed, BakerHostetler’s role expanded from serving as Envision’s go-to law firm for tax and corporate matters to guiding it on matters involving finance, intellectual property, employee benefits, employment practices, commercial litigation, insurance, pharmacy licensure, real estate and other regulatory matters as well.

In each instance, our Emerging Companies team identified the BakerHostetler lawyers best-equipped to handle Envision’s diverse needs. At the end of 2013, we represented Envision and its shareholders in the sale of a majority of the company’s equity to TPG, a global private equity firm, with Envision’s shareholders retaining a substantial minority interest. Since the sale, BakerHostetler has continued to serve as Envision’s go-to legal counsel. We are proud of our role in Envision’s success story.

Select Experience

  • Represented Industrial Origami, Inc. in two separate Series D-1 Preferred Stock offerings in 2013. Advises Industrial Origami on a wide range of matters, including capital raising, employment law, fiduciary duties and a broad range of other matters.
  • Represents Impelsys, an eContent 100 digital publishing company, with respect to employment matters, vendor and customer contracts.
  • Advises DonorTap, an online fundraising platform, on corporate and intellectual property matters, including redemption agreements, convertible and promissory notes and trademarks.
  • Represents Decisive, a rapidly growing ad tech startup that provides a platform for optimizing mobile advertising campaigns in connection with its intellectual property strategy and IP protection. Further represents Decisive in all corporate, tax, employment and incentive stock plan matters related to formation and funding.
  • Advises Qlovi, a rising ed tech startup that provides personal classroom eReading and writing experiences, on its distribution and content agreements with schools and school districts. We also represent Qlovi in connection with all corporate and intellectual property matters.
  • Counsels Society Consulting, one of the fastest growing Seattle data analytics companies, on privacy matters related to new “big data” products and services, including privacy policies and website terms of use.
  • Represented a German technology development company, and its affiliates, in connection with purchase of Series B Preferred Stock of Alnylam Pharmaceutical, Inc., an early stage therapeutics company. Series B Round was led by a venture capital firm for a total investment of $15.5 million.
  • Represented an online lead generation and marketing company in connection with $250,000 Series A financing, $125,000 Series B financing and $12 million investment by a venture capital firm and a new media and electronic publishing company. Client sold Series C preferred Stock. Represented client on all corporate, tax and stock incentive plan issues through sale of company for $140 million.
  • Represented a provider of packaged integration application in connection with $7.6 million Series B-3 financing, led by a U.S. venture capital firm and a German venture capital firm. Represented client in connection with all corporate, tax, employment and incentive stock plan matters in connection with formation and funding.
  • Represented an Integrated Communications Provider (ICP) in connection with $4 million Series A financing by a venture capital firm. Represented client in connection with corporate, tax, employment and mergers and acquisition matters.
  • Represented an online general contracting company in connection with $10 million Series B financing and with $10 million Series C financing led by Softbank.
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Experience

  • Represented Industrial Origami, Inc. in two separate Series D-1 Preferred Stock offerings in 2013. Advises Industrial Origami on a wide range of matters, including capital raising, employment law, fiduciary duties and a broad range of other matters.
  • Represents Impelsys, an eContent 100 digital publishing company, with respect to employment matters, vendor and customer contracts.
  • Advises DonorTap, an online fundraising platform, on corporate and intellectual property matters, including redemption agreements, convertible and promissory notes and trademarks.    
  • Represents Decisive, a rapidly growing ad tech startup that provides a platform for optimizing mobile advertising campaigns in connection with its intellectual property strategy and IP protection. Further represents Decisive in all corporate, tax, employment and incentive stock plan matters related to formation and funding.
  • Advises Qlovi, a rising ed tech startup that provides personal classroom eReading and writing experiences, on its distribution and content agreements with schools and school districts. We also represent Qlovi in connection with all corporate and intellectual property matters.
  • Counsels Society Consulting, one of the fastest growing Seattle data analytics companies, on privacy matters related to new “big data” products and services, including privacy policies and website terms of use.
  • Represented a German technology development company, and its affiliates, in connection with purchase of Series B Preferred Stock of Alnylam Pharmaceutical, Inc., an early stage therapeutics company. Series B Round was led by a venture capital firm for a total investment of $15.5 million.
  • Represented an online lead generation and marketing company in connection with $250,000 Series A financing, $125,000 Series B financing and $12 million investment by a venture capital firm and a new media and electronic publishing company. Client sold Series C preferred Stock. Represented client on all corporate, tax and stock incentive plan issues through sale of company for $140 million.
  • Represented a provider of packaged integration application in connection with $7.6 million Series B-3 financing, led by a U.S. venture capital firm and a German venture capital firm. Represented client in connection with all corporate, tax, employment and incentive stock plan matters in connection with formation and funding.
  • Represented an Integrated Communications Provider (ICP) in connection with $4 million Series A financing by a venture capital firm. Represented client in connection with corporate, tax, employment and mergers and acquisition matters.
  • Represented an online general contracting company in connection with $10 million Series B financing and with $10 million Series C financing led by Softbank.
  • Represented a privately held mortgage bank in connection with issuance of 12% Series I Subordinated Debentures in the aggregate amount of $3.3 million.
  • Represented a software company in connection with €3 million Series A financing by a U.S. venture capital firm and a German venture capital firm. The client was a Delaware corporation formed to be the parent of a German software firm. Represented the client in connection with all corporate, tax, employment and incentive stock plan matters in connection with formation and funding.
  • Counseled emerging biotechnology company in the area of orphan drug biologics on all IP matters. Established IP strategy, developed IP portfolio, handled all IP-related agreements (NDA, JRA, licensing, etc...) with joint development partners, developed freedom-to-operate (FTO) strategies and opinions, represented company during multiple licensing and acquisition opportunities, culminating in sale of the company in excess of $100 million.
  • Hired by a prominent Silicon Valley venture capital firm to handle the IP development and patenting strategies for an early-stage company developing a variety of nanocomposite materials. Developed licensing strategies for the resulting IP portfolio arising from a university research program. Worked with university technology transfer office to establish invention disclosure review and patent drafting process.
  • Worked extensively with university researchers to develop pioneering patent in the field of bionanotechnology for genomic-length DNA management and analysis which was cited in MIT Technology Review as "One of the top ten technologies to impact your life." Developed IP strategy and patent portfolio for the early-stage company/licensee of this bionanotechnology. Represented company and handled the IP due-diligence activities of the company through three rounds of financing (Angel, Series A, and Series B).
  • IP strategist for company developing bleeding edge high-speed electro-optic modulators for use in fiber-optic networks. Analyzed extensive patent portfolio and established that the company owned a number of pioneering patents covering its market. Developed licensing strategies. Counseled senior management and board of directors during sale of the company to a leading multinational internet equipment company. Increased company valuation by nearly $70 million through formalized IP analysis and licensing strategy.
  • Represented an emerging company in the telemedicine industry, assisting with access and interactions with the United States Patent and Trademark Office (USPTO) and foreign counsel. Worked closely with company as it progressed through initial funding and grant of first patent, while remaining cognizant of the balance between development and appropriate allocation of funds to produce true value through intellectual property and expanded international portfolio. Also balanced licensing issues between company and university licensor.
  • Worked with emerging company in the medical communication industry, assisting with international and domestic filing strategy for patent portfolio. Also counseled on aspects of data privacy/security in HIPAA-compliant messaging.
  • Represented True Position, Inc. in intellectual property matters, including patent preparation and prosecution and IP strategic planning, since the company was founded in 1993.
  • Represented a French private company and its U.S. holding company on several investment rounds, including a Series D financing, two Series E financings and the U.S. aspects of two venture debt financings at the French level. Represents the company in connection with all U.S. corporate, tax and incentive stock plan matters.

Recognition

  • BTI Client Service 30: BakerHostetler advanced 19 positions to #9 (2016)

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