At Farella, we have represented investors, sponsors and managers of private equity and venture capital funds for decades. Our service offerings are curated to meet specific needs at every juncture—including fund formation, seed, and early stage financings, portfolio acquisitions and dispositions, liquidity and exit transactions, compliance, risk management, and everything in between.

Thanks to our experience serving private equity, venture capital, and other corporate investors across many different industries, we understand how to structure deals that advance business interests and enhance company values. That experience also contributes to our ability to counsel startups and small and mid-market companies who are seeking funding or advanced management expertise. In each scenario, we bring together many specialty practices within the firm, including tax, insurance, intellectual property, employment, real estate and litigation, to address the full range of legal issues that our private equity and venture capital clients face, providing a valuable foundation for a successful enterprise.

Investors at Every Stage

Practicing at the highest levels for many years, much of the value we deliver to investors comes from our experience—Farella attorneys are well equipped to guide venture capital and private equity funds and their investors through every stage of the fund lifecycle.

Equally valuable is our ability to advise regarding tax structure, corporate governance, employment issues and compensation, partner compensation and estate planning, and risk management, including director and officer liability insurance policies and claims.

After formation, we represent funds and their investors in negotiating and documenting portfolio investments in companies at any stage of development. Our partners and associates are frequently engaged to work directly with portfolio investments as well, essentially serving as an external general counsel for these smaller companies. Furthermore, our extensive work in mergers and acquisitions allows us to counsel regarding liquidity and exit events for portfolio companies.

For secured transactions, we assist borrowers and lenders in commercial and real estate single loan, portfolio, and other structured financing transactions, as well as the sale or acquisition of such financial assets.

Private Equity and Venture Capital Deals and Capital Raises

Our private equity clients run the gamut from industry veterans with assets under management above a billion dollars to those managers launching their first fund.

Many of our private equity clients maintain a diversified profile, spanning multiple vehicles, geographic targets, and industries. However, where specific sectors, namely technology, consumer products, real estate and cannabis are in play, we have an excellent knowledge base to draw from.

Likewise, we guide capital raises for promising start-up, early-stage, and middle-market companies in technology, biotechnology, and clean technology. Employing lean teams and a practical, business-focused approach, we help our clients secure the funding they need to develop, grow, and thrive. We commonly advise companies in connection with the sale or issuance of SAFEs, common and preferred stock, and convertible debt instruments.

Insurance Placement and Recovery

We provide advice on insurance coverage issues, policy wording and the placement of programs, and secure significant insurance recoveries for our clients.

On the placement side, we help our clients negotiate for the best possible policy terms. We also advise our clients in drafting indemnity and insurance provisions in investment agreements, to ensure adequate investor protection.

On the claims side, we help guide our clients through the claims process and maximize their recovery from available insurance resources, including portfolio company D&O policies and Private Equity/VCAP liability policies. We ensure that our clients’ defense costs are paid and that insurers acknowledge the full scope of their obligations when it comes time to settle a case.

Litigation and Dispute Resolution

Our litigators and trial lawyers work closely with our private equity and venture capital clients to protect their assets and enforce their rights. As a result, we understand the industry and the unique legal challenges it faces. Our experience includes disputes between general and limited partners, including breach of contract, valuation, fraud and fiduciary duty claims to alleged claims involving working capital, purchase price adjustment and earn out. We also regularly assist with disputes against portfolio companies, and periodically assist with pro-active litigation as plaintiff.

Investigations and Government Proceedings

Our white-collar crime team has extensive experience conducting internal corporate investigations for audit committees and boards and advising on the myriad of complex and sometimes conflicting issues that arise for companies in the financial services industry. Often, we represent individuals—current or former officers, directors, or employees—who are subjects of such investigations.

In Securities and Exchange Commission fraud cases, we represent defendants in civil class actions, SEC investigations leading to civil enforcement cases, and grand jury investigations leading to criminal charges. We provide an early assessment of civil, administrative, and criminal exposure to develop a coordinated defense and help clients navigate high-stakes decisions. Our “early approach” strategy frequently reduces the likelihood that one proceeding will have severe and unalterable repercussions on the direction and outcome of parallel investigations and filings.

Firm Highlights

Publication

Coronavirus and Employee Privacy Laws: What Employers Should Know

The outbreak of the novel coronavirus (COVID-19) presents challenging medical privacy issues for employers. Employers must observe their employees’ continued legal right to privacy—including under the Americans with Disabilities Act (ADA), HIPAA, and/or relevant...

Read More
Publication

CARES Act Paycheck Protection Program Summary (Updated)

The Coronavirus Aid, Relief, and Economic Security Act (CARES Act) Paycheck Protection Program (PPP) aims to provide qualifying small businesses, nonprofit organizations, veterans organizations, tribal businesses, sole proprietors, and independent contractors forgivable loans of...

Read More
Publication

Fed Announces New Main Street Lending Program

Loans Will Provide Additional Support for Small and Mid-sized Businesses On April 9, 2020, the Federal Reserve released the terms of its Main Street Lending Program , a $600 billion loan fund for U.S...

Read More
Publication

Guidance on Directive to Defer Payroll Tax Obligations Leaves Unanswered Questions

On August 8, 2020, the President directed the Secretary of the Treasury to authorize the deferment of certain payroll tax withholding, depositing, and payment obligations otherwise incurred on wages and compensation paid between September...

Read More
Publication

Paycheck Protection Program Eligibility for Private Equity and Venture Capital-Backed Entities

Congress’ recently enacted Coronavirus Aid, Relief and Economic Security Act (CARES Act) created a new small business lending program to provide a direct incentive for small businesses to keep their workers on their payroll...

Read More
Publication

Unlimited Vacation Policies Present Potential Pitfalls for California Employers

As unlimited vacation policies increase in popularity, California employers must be careful to avoid legal pitfalls in drafting and implementation. In the first California appellate decision to address unlimited vacation policies, the court held that...

Read More
Publication

7 Tips for Creating a COVID-19 Essential Business Travel Policy

As states are relaxing COVID-19-related restrictions, employers should remain cautious about business travel. California’s public health orders still limit travel to an “urgent matter” or that which is “essential to your permitted work.” Given...

Read More
Publication

San Francisco Bay Area Counties Issue Stricter Limits on Commercial Activities in Updated COVID-19 Shelter-In-Place Orders

To combat the growing number of coronavirus cases in the Bay Area, six local counties (Alameda, Contra Costa, Marin, San Francisco, San Mateo, and Santa Clara) have issued updated Shelter-In-Place orders that extend the...

Read More