Venture Capital

We Help VC Firms Do Their Jobs 

Venture capital firms review scores of companies for each one they fund, scrutinizing founders, management teams and potential returns. With tens of millions of dollars on the line, such firms cannot take chances on who represents them. 

Holland & Knight's Venture Capital Team advises VC firms, corporate strategic investors, angel investors and family offices on all aspects of operations, formation, investment and liquidity issues, calibrating our guidance with fluctuating market conditions and our clients' goals over the life of their investments. 

In 2023, our attorneys advised clients on 75 VC and emerging company transactions with an aggregate value of approximately $2 billion, leading to rankings among the top law firms in the world. These include: 

• 2nd in Global Private Equity (The Deal)
• 3rd in U.S. Private Equity (PitchBook)
• 10th in Global Private Equity (Bloomberg)
• 14th in Venture Capital by Number of Rounds, Advisor to Firm (LSEG Data & Analytics, formerly Refinitiv) 

Senior venture capital lawyers lead every deal, drawing on their individual years of experience and the related capabilities of our 2,200 attorneys so that each aspect of a transaction is carefully considered. To us, a prospective investment is not a generic entity, but a unique and distinctive company within its industry.

By integrating our depth of corporate, regulatory, intellectual property, executive compensation and benefits, finance, tax and risk management experience, our attorneys identify and manage the full range of legal and business issues to bring a realistic, efficient and comprehensive approach to each investment we handle for our clients.

We Give Practical Advice on a Full Range of VC Issues

Holland & Knight's Venture Capital Team handles representation for institutional VC investors of all sizes, including CVC groups and market leaders holding vast collections of assets under management. Our team provides practical advice and holistic guidance on a full range of formation, operational, investment and liquidity issues, including:

• monitoring and actively influencing emerging industry trends
• advising investors on alternative financing structures
• providing substantial knowledge and experience in all types and stages of transactions
• considering the economic and business factors involved in every transaction, including the potential benefits and associated risks
• understanding the regional realities of the marketplace
• evaluating risks, strategies and potential litigation stemming from ongoing transactions
• advising on issues in mergers and acquisitions (M&A) and initial public offerings (IPOs), such as special board committees to review and/or negotiate transactions and the recusal of interested directors, disclosures to stockholders in soliciting their approval of proposed transactions and terms of transactions (such as "rights offerings" to minority stockholders, termination rights in the event of a superior offer and termination fees, representations and warranties, escrows and earnouts)
• navigating the best course for a potential "down round" scenario should a company's valuation drop, including employing cramdowns, recapitalizations and bridge loans that may negatively impact minority or non-participating stockholders
• helping clients through distressed M&A exits and wind-down scenarios, including reviewing and negotiating financing documents with an eye toward the goal of aligning interests and a liquidity event
• conducting thorough and detailed due diligence, coupled with the ability to address any substantive issues that may arise, including intellectual property matters, regulatory issues, employment matters, pending litigation, outstanding debt instruments or any other material agreements
• representing general partners and managers throughout all investment stages and investment areas, as well as fund formation and management and operational matters
• providing realistic insight into prevailing terms, structures and practices
• understanding the business of target investments, including how current and pending laws and regulations might affect them
• counseling investors with respect to portfolio company stockholder litigation and providing representation in litigation when needed

Our lawyers understand the regional realities of the marketplace and take a measured and appropriate view when discussing potential terms, options and expectations. As a major part of this process, we assist clients from the outset in identifying issues and developing solutions related to due diligence, risk management, investment liquidation and potential litigation or regulatory issues.

Whether serving as general counsel to traditional or CVC groups, setting up policies and procedures for governance and operation of the management company or formulating compensation agreements – such as carried interest, profit sharing or vesting plans – Holland & Knight's Venture Capital Team advises on, drafts and tailors all critical documents that are important to your bottom line. Our attorneys also provide strategic advice to multinational corporations starting CVC initiatives, including governance, operational, management and compensation strategies.

We Facilitate Investments in Key Sectors

Our team represents VC clients investing in companies at all stages of development, including incubation, seed, growth, mezzanine, down rounds and recapitalizations. We advise investors in a wide range of sectors, including information technology, software and hardware, energy, pharmaceuticals and biotechnology, medical devices and supplies, healthcare services and systems, manufacturing and supply chain, education and consumer goods. 

We have represented numerous clients in notable matters, including: 

• RiverVest Venture Partners with Series C financing round for Biolinq, a medical device company developing a wearable biosensor platform; a $75 million equity financing for Alleviant Medical Inc., a medical device company developing a minimally invasive, implant-free device under clinical investigation for the treatment of chronic heart failure; a $53.6 million private placement financing for Spruce Biosciences Inc. (Nasdaq: SPRB), a late-stage biopharmaceutical company focused on developing and commercializing novel therapies for rare endocrine disorders; and a $14 million funding round for OncoResponse Inc., a clinical-stage, immuno-oncology biotech company developing cancer immunotherapies
• Evidity Health Capital, a late-stage venture capital and growth equity firm, with an $82.5 million Series D financing for Augmedics, a pioneer in augmented reality surgical navigation, alongside CPMG, H.I.G. Capital, Revival Healthcare Capital, Almeda Ventures and others
• VSS Capital Partners, a private investment firm, in its growth capital investment in Olympus Cosmetic Group, a newly formed platform providing comprehensive cosmetic surgery, dermatological treatments and nonsurgical cosmetic procedures
• Macquarie Capital, a leading investment firm, as lead investor in a $20 million Series B funding round for Hyro AI Inc., the leader in plug-and-play conversational artificial intelligence (AI)
• Heritage Group, a healthcare-focused investment firm, with a $28 million Series B financing round for Connections Health Solutions, the leading innovator in immediate-access behavioral health crisis care
• Empyrean Technology Solutions, a space technology platform and portfolio company of Madison Dearborn Partners, as lead investor in a $16.4 million Series C financing round for SpiderOak Inc., the leader in zero-trust cybersecurity solutions for next-generation space systems
• Edison Partners, a leading growth equity firm, with a $36 million Series B investment round for online furniture marketplace Kaiyo and a $34 million growth capital funding round for RapidDeploy, the leading provider of mapping and analytics solutions for public safety
• RET Ventures, a leading real estate technology venture capital firm, with four separate investments, totaling $67 million, in emerging technology companies
• Stack Capital Group Inc. (TSX: STCK and STCK.WT), a Canada-based investment holding company, with a venture capital investment in Hopper Inc., the world's fastest-growing mobile-first travel marketplace
• Hale Capital Partners, a venture capital firm, as lead investor in a $10.5 million Series B financing round for Hypori, an award-winning software as a service (SaaS) company transforming secure access to data from the edge
• Initiate Ventures, a venture capital firm, with a $6 million seed funding round for Macro Trials, a precision research clinical platform designed to bring therapeutics to market

We Advise on Fund Formation and Liquidity Strategies

In conjunction with Holland & Knight's Private Investment Funds Team, we counsel clients in the formation of a wide range of domestic and international private investment funds. As a full-service firm, we have the ability to call on attorneys across teams to advise clients on all aspects of fund formation, from achieving a tax-efficient structure and complying with applicable securities laws to meeting ancillary objectives, such as adviser registration and personal tax planning for fund managers. We offer an integrated approach that incorporates the extensive knowledge of our securities, tax, corporate and employee benefits lawyers to guide our private investment fund clients through the entire range of legal issues involved in the formation process. Our lawyers also advise institutional venture capital investors, pension funds, endowments, large companies and high-net-worth individuals investing in funds and funds of funds.

A key issue for many clients is the development of an exit or sale strategy, which is why our lawyers begin considering a liquidity plan at the same time they formulate all other strategies. To this end, our Venture Capital Team employs a holistic approach to investment strategy that includes all applicable stages of development. We take into account the key nuances of particular industries that differentiate these deals and require special attention to detail. In addition, no exit strategy would be complete without thoughtful financial planning and the use of all available tax strategies, such as Section 1202 of the Internal Revenue Code.

We Understand CVC Funding

Our Venture Capital Team advises companies in both establishing and developing their CVC initiatives, as well as in their strategic investments across the globe. We advise CVC clients on leveraging their global networks and expertise to assist portfolio companies and accelerate enterprise growth. With Holland & Knight's guidance, our CVC clients have made a number of strategic investments aimed at developing disruptive technologies, encouraging innovation and leveraging synergies with parent companies, as well as investments made primarily for financial returns. 

Holland & Knight lawyers have played critical roles in clients' CVC investments in portfolio companies across all stages – from IPO to exit – providing due diligence, structuring investments, advising on sharing and protecting IP, counseling on best practices in corporate governance, monitoring investments and analyzing markets in their respective industries. In addition, we structure and advise our large multinational clients on the development of incubator companies, out-licensing and spinoffs of technology and products developed within the larger corporation that are not being developed for strategic reasons, thereby permitting the technology and products to be pursued in a nimbler setting that can attract additional capital.

We have years of experience advising CVC clients, with a portfolio that includes hundreds of such investments spanning healthcare, energy, telecommunication, technology and other industries. 

Our CVC attorneys work together and include cross-practice resources in Corporate Services, Corporate Governance, Mergers and Acquisitions, Intellectual Property, Tax, Private Equity, Public Companies and Securities, Securities Litigation, and International and Cross-Border Transactions. Holland & Knight's expansive network enables us to introduce CVC clients to companies seeking financing, joining efforts with our firm's Emerging Companies Team. Our representation of emerging growth companies and venture capital firms – both traditional finance and CVC – provides us with broad and deep experience for negotiating and closing financing transactions quickly and efficiently.

We Assess Risk and Defend Against Litigation

Our Venture Capital Team includes a dedicated group of our litigation attorneys with expertise in advising fund clients and their portfolio companies in evaluating and minimizing risks throughout  the transaction process and at the earliest hint of a developing dispute in other contexts. These attorneys are also ready to defend clients at the fund or portfolio company level if and when litigation arises. Our Venture Capital Team litigators have extensive experience helping clients navigate and prevail in litigation matters, which include: 

• obtaining dismissal with prejudice from the Delaware Court of Chancery of claim that a venture capital firm aided and abetted a breach of fiduciary duty by directors of a publicly traded portfolio company by allegedly tainting the sale process that resulted in the $5.1 billion acquisition of the company by a publicly traded pharmaceutical company
• receiving the grant of demurrer without leave to amend dismissing breach of contract and breach of fiduciary duty claims initiated by a creditor trust against former senior officers and directors of a venture capital portfolio company, which centered on the defendants' purported improper reliance on a flawed business plan and their failure to file for bankruptcy sooner
• representing venture capital entities, as controlling stockholders of privately held medical device company, against claim brought by a limited liability company (LLC) that licensed technology to a medical device company for alleged aiding and abetting a breach of fiduciary duty by the LLC's managers; obtained a dismissal with prejudice in the Maine Superior Court, affirmed on appeal by the Maine Supreme Judicial Court
• representing venture capital entities, as controlling stockholders of a privately held medical device company, against direct and derivative claims brought by minority stockholder in the Delaware Court of Chancery related to a preferred stock financing and subsequent warrant sale
• obtaining a defense judgment after trial in the Delaware Court of Chancery for a leading venture capital firm in action asserting purported breach of fiduciary duty and fraud claims in connection with the purchase of stock from former portfolio company founders upon the exercise of contractual rights of first refusal
• representing a venture capital firm in action by a receiver for former incubator in the California Superior Court for Los Angeles County against claims of aiding and abetting breach of fiduciary duty and unjust enrichment arising from purchases from the incubator of shares in certain of the incubator's portfolio companies
• representing general partners of venture capital funds, as directors of a venture-backed incubator, in obtaining a dismissal of action brought in the California Superior Court for Santa Clara County by a former preferred stockholder asserting purported breach of fiduciary duty claims in connection with corporate dissolution and winding up
• representing venture capital funds, as majority stockholders in a privately held military electronics firm, in obtaining a defense verdict, after full trial, of action brought in the California Superior Court for Orange County by minority stockholders asserting purported breach of fiduciary duty claims against directors and majority stockholders in connection with stock repurchase and recapitalization
• representing a former director and venture capital funds, as preferred stockholders, of a California-based broadband ethernet service company in fiduciary duty case brought in the California Superior Court for San Francisco County by minority preferred stockholders following company bridge financing, bankruptcy and reorganization
• obtaining dismissal with prejudice of Sections 1983 and 1985 claims against a venture capital firm in connection with third-party armed protests
• representing venture capital entities against Securities Act of 1933 "control person" claims brought in the California Superior Court for San Mateo County arising from alleged material misstatements and omissions in the disclosures made in the registration statement for the portfolio company's IPO; obtained a dismissal of claims against venture capital entities
• representing former officers and directors of an Italy-based mechanical computer-aided design (MCAD) software company in an adversary proceeding brought by a court-appointed litigation trust in Texas bankruptcy proceeding based on, among other things, breach of fiduciary duty alleged to have occurred prior to sale of company to a third party and the company's later filing for bankruptcy protection
• representing a corporate director and venture capital entities against Securities Exchange Act of 1934 "control person" claims brought in the U.S. District Court for the District of Colorado arising from alleged material misstatements and omissions by a portfolio company regarding status and prospects of a cancer drug under development
• representing a venture capital firm in defense of tortious interference claims brought by a competitor of a portfolio company
• representing a venture capital firm in connection with a U.S. Securities and Exchange Commission (SEC) inquiry concerning certain cryptocurrency and blockchain investments
• winning a dismissal with prejudice of breach of fiduciary duty and aiding and abetting claims against a San Francisco-based venture capital firm brought in derivative action filed in the California Superior Court for Alameda County arising from the sale of a website; the dismissal was overturned by the California Court of Appeal, 1st District; currently representing the firm and its board designee in defense of ongoing derivative claims
• representing a private telehealth company, its directors and officers and venture capital investors in a derivative action filed in Massachusetts Superior Court Business Litigation Session (BLS), alleging breach of fiduciary duty claims concerning strategic growth plans and termination of former CEO; the motion to dismiss was argued and has been taken under advisement
• representing a venture-backed virtual care and at-home testing company in connection with expedited proceedings initiated by an Atlanta-based health improvement technology company in the Delaware Court of Chancery, alleging improper termination of their merger agreement concerning at-home testing kits