- Mergers & Acquisitions
- Angel Rounds, Venture Capital & Other Private Equity Financings
- Corporate Securities
- Corporate Governance and Compliance
- Debt Financing
- Entrepreneurship and Emerging Growth
- Corporate Partnering
- Licensing and Outsourcing
- Employment and Executive Compensation Arrangements
- Executive Estate Planning
Mergers & Acquisitions
At Gennari Aronson, we are well known for our decades of experience in guiding clients with mergers and acquisitions (M & A), tender offers, stock and asset acquisitions, sales and divestitures, spin-offs, going-private transactions, and corporate reorganizations. We have represented leading venture capital backed companies in some of the largest merger and acquisition exits during the past several decades. Our transactional work spans all business segments, including software, telecommunications, social media, professional services, consumer, retail, technology, manufacturing, semiconductor, medical device, food, health care, energy, pharmaceuticals, insurance, and finance.
Angel Rounds, Venture Capital & Other Private Equity Financings
We represent a broad range of emerging growth companies from formation through the various stages of their financing activities. Our work has involved negotiating and structuring preferred and common equity offerings, bridge debt and other forms of private equity and venture capital financing, and corporate and strategic investments. We also have represented hedge funds, venture funds, angel investors, strategic corporate investors and individuals in connection with their investment activities. Our investor-side work has encompassed equity investments, acquisitions and sales of portfolio companies, add-on acquisitions by portfolio companies, recapitalizations, restructurings, and liquidity and strategic exit events.
We represent emerging growth companies through every stage of their lifecycle. We assist our clients in legal and business issues involving corporate structures, equity plans, commercial contract negotiation, Regulation D and other private offerings, venture capital financings and IPOs and other public offerings and PIPEs. We also advise clients on securities issues specific to public companies and assist with preparing and filing registration statements, proxy statements, periodic reports and other SEC filings as well as private placement memoranda and related offering materials.
Corporate Governance and Compliance
We have substantial experience in representing audit committees, compensation committees, and governance committees in corporate governance and compliance matters. We regularly advise special board committees and individual directors in connection with related party transactions, restructurings, recapitalizations, downrounds, and other unique situations.
We understand the unique challenges in negotiating and structuring debt financings to allow operating flexibility. We represent client company borrowers in a variety of debt financing transactions, including syndicated and single-bank credit lines, acquisition financings, convertible note offerings, structured finance, off-balance-sheet financings, capital leases, and a number of other debt and quasi-debt vehicles.
Entrepreneurship and Emerging Growth
At Gennari Aronson, we represent a broad range of emerging growth companies and we provide “general counsel” on financing and growth strategy, equity compensation structure and planning, and other operational and day-to-day legal matters. For each client, we establish a team that develops a detailed understanding of our client's business and markets so that our work can be responsive, strategic, cost-effective, and practical.
We also assist clients by providing targeted referrals to investors, board members, partners and companies, bringing together the intellectual, human, and financial capital that enhances our clients’ prospects for success.
We counsel clients, private and public, domestic and global, on how best to structure and negotiate corporate partnering and strategic alliance transactions, licensing arrangements, R&D deals, OEM agreements, distribution/agency contracts, and joint ventures. We have advised companies in a variety of market sectors, including software, hardware, insurance, financial services, Internet, communications, semiconductor, and digital media companies, in significant transactions with partners around the world.
Licensing and Outsourcing
We have represented clients in a wide variety of licensing and outsourcing transactions, both in the U.S. and abroad, and in a diverse range of industries, including semiconductor, consulting and professional services, information services, computer software, online retailing, telecom, network and personal computer hardware, components and accessories, interactive entertainment, insurance, learning and education, manufacturing, wireless, and broadcast and media. We provide advice on all aspects of technology outsourcing and business process outsourcing (BPO) transactions, from pre-bid planning and request for proposal strategies to deal structuring, contract negotiation, and overall risk avoidance and post contract support.
Employment and Executive Compensation Arrangements
We advise companies and board compensation committees on best practices and alternatives for structuring compensation packages that attract and retain executive talent, encourage commitment, and reward results. We also represent accomplished individuals and executives on executive employment issues, including retention and separation arrangements, change in control, equity-based compensation programs, and annual and long term incentive plans.
Executive Estate Planning
We guide successful executives and entrepreneurs on business succession planning, wealth transfer strategies, tax reduction planning, charitable giving, and asset protection planning.
We have extensive experience in designing and implementing lifetime wealth transfer programs, including structures for making gifts to minors, education trusts, section 529 college savings programs, generation-skipping trusts (GST or Dynasty Trusts), irrevocable life insurance trusts (ILITs), qualified personal residence trusts (QPRTs) and other trusts for residences, grantor retained annuity trusts (GRATs) and grantor retained income trusts (GRITs), domestic asset protection trusts, family limited partnerships (FLPs), family limited liability companies and intrafamily sales. We advise on gift, generation-skipping transfer, and other tax issues. We also help our clients plan for the possibility of their disability through trusts, powers of attorney for property (durable powers of attorney), and powers of attorney for health care and other health care directives.