REPRESENTATIVE TRANSACTIONS
Energy
drafting corporate resolutions, revising indemnification provisions of engagement letter with major bank, preparing assignment agreements, and negotiating and revising NDAs, for fund focusing primarily on investments in new energy sources
preparing a biomass plant feasibility study
analysis of energy performance contracting market in Central Europe
due diligence on a power plant and company producing an innovative energy-saving device
complex post-privatization restructuring of a large energy concern, involving extensive document drafting and revision
General Corporate
analyzing articles of association and bylaws and drafting necessary corporate resolutions to enable loan from parent company to subsidiary, revising aircraft leases, and drafting company privacy policy, for aviation finance group
analyzing and revising acquisition documentation, drafting employment offer letters, and reviewing and revising engagement letters with a number of financial and other consulting firms, for investment group focusing on sustainable investments in Southeast Asia
preparing board minutes, shareholder resolutions, and side letters for software company providing innovative healthcare workforce staffing platform
Investment Funds
setting up, maintaining, restructuring, and acquiring private equity and hedge funds (for fund groups up to $1.4T in size)
providing legal assistance and coordination in multiple closings to raise hybrid private equity/hedge fund's committed capital from $3.75B to $8.45B
drafting documentation for investment vehicles and ownership vehicles (agreements of limited partnership, company formation documents, investor subscription booklets, legal opinions, assignment agreements), negotiating side letters, and reviewing subscription booklets, for private equity group managing $6B in capital commitments focusing on funds of funds and secondaries, majority-owned by major multinational bank
drafting agreements of limited partnership, offering memoranda, investor subscription booklets, and assignment agreements for real estate-focused private equity fund having $732MM in committed capital
reviewing and revising investment subscription booklets of major sovereign wealth fund managing over $200B
M&A (including Acquisition Finance)
drafting, revising, and negotiating multimillion-dollar acquisition documentation for deals in the energy, healthcare, and manufacturing sectors, frequently including earn-outs, options, and other financial incentives
preparing and revising credit facility agreements, many syndicated (for deals of up to $3.5B in size), e.g.:
for loan agreement in connection with $3.4B acquisition of a retail pharmacy chain, participated as part of two-member team under senior counsel on coordination of closing, including review and analysis of amendments and restatements of loan agreements, collation of comprehensive documentation to be listed in loan agreement schedules, discussions with general counsel of client, and negotiations with counsel for target on requirements of final loan agreement
in-house coordination of multiple acquisitions in the software industry, e.g.:
legal coordination of $63MM acquisition of best-of-breed computer performance tuning software company, including due diligence and drafting of share purchase agreement, asset purchase agreement, and ancillary documentation including complex option and share exchange mechanism
legal coordination of $11MM acquisition of best-of-breed provider of internet browser toolbar software, including due diligence and drafting of share purchase agreement and asset purchase agreement
Real Estate
preparing and revising commercial leases for three of the top commercial property operators and developers in Europe
due diligence and preparing purchase agreements for site acquisitions by leading European real estate developers
revising template documentation for financing real estate transactions and preparing such documentation for specific deals
drafting operative documents and disclosure documentation for REIT having $455MM in committed capital
advising on cross-border development of a sustainably-designed vacation resort
Software
revising existing development and license agreement and asset purchase agreement for internet software product, to lock in new commercial terms, strengthen indemnification provisions, and clarify contractual language
drafting partnership license agreement and exclusivity agreement with respect to toolbar optimization software provider
negotiating and revising service agreement and statement of work (SOW) for technical analysis of online backup provider
in-house coordination of negotiation and drafting of $9.75MM equity investment with call option, plus partnership license and marketing agreement, with provider of internet speed diagnostics services
preparing $680,000 loan agreement under existing call option agreement to provider of a social networking aggregation product, preparing extension agreement to call option agreement
helping a cutting-edge software company specializing in integrated development environment (IDE) tools with preparing bespoke software licenses and multimillion-dollar international contracts
assisting software company with negotiation and drafting of professional services agreement and schedules with major multinational bank, and related commission agreement
Venture Capital and Startups
company formation, preparation of founders' agreements, by-laws, employment agreements, operating agreements, etc., e.g.:
preparing LLC operating agreement for startup facilitating peer-to-peer boat sales
setting up limited liability company to handle translation services
preparing CLNs (convertible loan notes), ASAs (advance subscription agreements), and SAFE notes (simple agreements for future equity) in the venture capital space
preparing articles of association, subscription and shareholders agreement, founder service agreements, and intellectual property assignment agreements for company making innovative offsite manufacturing & project delivery software; negotiating with investors; coordinating closing of oversubscribed funding round
implementing new terms into articles of association and subscription and shareholders agreement for a company assisting with explosive ordnance disposal and quality, environmental, and safety management systems
preparing articles of association, subscription and shareholders agreements, and founder service agreements for a company helping firms measure, manage, and improve supply chain resilience and sustainability in electric car battery manufacture