Legal Services Provided
Entity creation and formalities
For entrepreneurs establishing new ventures, MVC presents alternatives for company set-up between the corporation structure versus the limited liability company structure, and alternatives for the ideal state of formation. We prepare the necessary charter documents and handle filings with the selected Department of State and with the IRS as appropriate.
MVC counsels entrepreneurs concerning founders' equity and structures arrangements between and among founders, both passive and active. We present rationales for restricted stock, vesting, voting rights and transfer policies. We prepare all housekeeping documents including Organizational Consents, Bylaws, Subscription Agreements, Restricted Stock Agreements, Promissory Notes, Invention Assignments, Operating Agreements, Shareholders' Agreements and Employment Agreements, among others.
Seed Stage Financing
MVC counsels entrepreneurs on raising seed stage funds, including issuances of equity securities - common stock, preferred stock, units, options, etc. - and of debt securities - straight debt, convertible debt, etc. - as well as SAFEs. We provide counsel for compliance with federal and state securities laws and regulations governing such fundraising, and assist management with preparation of compliant investor pitch decks, executive summaries and business plans. We collaborate with a venture's accountants on preparation and disclosure of financial projections.
MVC advises on optimal approach strategies to attract individual angels, angel funds and family offices, and makes introductions.
Corporate Governance
MVC counsels company management on a wide variety of ongoing legal and business matters. We ensure compliance with state law requirements for directors, shareholders, managers and members pertaining to the authorization and the approval of corporate actions. We help companies to attract, hire and retain management and other employees and independent contractors with equity incentive plans that enable restricted stock or units issuances and/or grants of options, both taxable and non-taxable.
On the business side, we negotiate and prepare contracts for manufacturing, commercialization and other relationships. We review, advise and negotiate contracts tendered to our clients by other parties.
MVC advises companies on mergers, acquisitions, divestitures, joint ventures, recapitalizations and related activities.
Tech Transfer
MVC has deep experience advising ventures emanating from research universities through the tech transfer process. We counsel professors, post-docs, grad students and others concerning intellectual property licensing and collaborative research agreements, well versed in market terms for license fees, royalties, equity participation, etc. We collaborate with patent attorneys on matters of patent application preparation and prosecution, and with FDA attorneys and consultants on regulatory matters.
Our tech transfer experience runs from the life sciences - both drug discovery and medical devices - to information technology - both hardware and software.
Venture Capital
MVC has extensive experience arranging, negotiating, documenting and closing venture capital financing transactions. Our work in this domain starts with disclosure compliance measures leading to approaches to appropriate funding sources leading to term sheets and ultimately to preferred stock purchase agreements, charter revisions, voting right agreements, and the customary ensemble of deal documentation.
We proudly provide our clients with introductions and access to the many venture capital companies in our network cultivated over decades of interaction.