EMERGING COMPANIES AND VENTURE CAPITAL


Wiggin and Dana attorneys have a deep understanding of the issues faced by emerging growth companies and investors alike. Our business-minded approach has won the trust of numerous emerging growth companies at all stages of their life cycles, as well as investors of all types — from angel investors and venture capitalists, to family offices, traditional private equity firms and other strategic and financial investors.

We are a value-added provider of mission-critical services. We offer an invaluable perspective, putting to work our experience in representing both companies and investors across a broad range of industries, such as software/information technology, telecommunications, life sciences, financial services, clean technology, digital media, consumer products, education technology and health care services. Our attorneys work with emerging company clients to ensure that they are appropriately structured, scalable and positioned for growth and a liquidity event, while avoiding obstacles and helping them withstand the rigorous due diligence scrutiny of investors, lenders, strategic partners and underwriters. We work with venture capital clients and other investors to help review their targets, structure their investments and accomplish their business objectives. We strive to find creative solutions for our clients with sound counsel that not only considers potential legal risks but also makes us trusted advisors.

We deliver enhanced one-stop services to our clients by leveraging our networks and our multidisciplinarycapabilities. Our attorneys are founders and leaders of the region's most prominent technology, venture capital and trade organizations, giving us a wide network of experience to draw from to help our clients. Our networks include organizations such as Crossroads Venture Group, Connecticut Technology Council, CURE, Angel Investor Forum and the Association for Corporate Growth, as well as academic institutions including Columbia University, New York University, University of Connecticut and Yale University, among others.

As a full-service law firm, we are ideally equipped to meet the needs of our clients, and we routinely provide a full complement of interdisciplinary legal services to effectively and efficiently address the issues our clients face, including:

  • Enterprise formation and governance
  • Venture capital and seed financing
  • Intellectual property prosecution, strategy and litigation
  • Tax structuring
  • Licensing and distribution
  • Collaborations and other strategic alliances
  • Private placements
  • Regulatory matters
  • Cybersecurity
  • International trade compliance
  • Commercial litigation
  • Debt financings
  • Employment, labor, benefits and immigration matters
  • Real estate matters
  • Public offerings
  • Mergers and acquisitions
  • Investment adviser and broker dealer regulation

Advisories

08/02/2017 The SEC Speaks Up on Blockchain-enabled Token Sales
09/07/2016 Proposed Immigration Rule for Entrepreneurs with Emerging Companies
11/10/2015 SEC Adopts Final Equity Crowdfunding Rules
08/14/2015 SEC Issues Interpretive Guidance on General Solicitations
05/15/2015 Attention Those With Foreign Affiliates: the Form BE-10 Deadline is Coming Up
04/13/2015 The New "Reg A+" Opens Doors for Private Companies to Raise Capital
12/16/2014 Administrative Dissolution and Revocation of Authority to do Business - The New Penalty in Connecticut for Failing to File Your Annual Report
06/26/2014 HALOS Bill Seeks to Remove Uncertainty That May Burden Investor Forums and Similar Events
12/03/2013 SEC Proposes Onerous Rules to Implement JOBS Act Provision Allowing Crowdfunding
07/17/2013 SEC Adopts Final Rules Allowing General Solicitation in Private Placements but Takes Other Significant Actions that May Impact Fundraising
09/10/2012 SEC Proposes Rules to Implement JOBS Act Provision Allowing General Solicitation and Advertising in Private Placements
04/04/2012 JOBS Act Seeks to Ease Capital Raising for Emerging Growth Companies
01/11/2012 Capital Formation for Emerging Growth Companies–Recently Proposed Legislation Seeks to Ease Burdens
08/01/2011 SEC Proposes Amendments to Regulation D Rule 506 to Disqualify "Bad Actors" From Private Placement Transactions
05/25/2010 Updated: Health Care Reform Legislation Makes Funding Available for Biotech Research
05/18/2010 Health Care Reform Legislation Makes Funding Available for Biotech Research

Published Works

07/17/2017 How to Shift Your Litigation Strategies For the New IP LandscapeNew York Law Journal
07/15/2008 Stock Option Valuation for Non-Public Companies – the Impact of FAS 123R and Code §409ATechnology Today, Connecticut Innovations Newsletter July 2008
02/01/2004 Forming a Board: Issues for Directors and FoundersPractising Law Institute, Advising High-Technology Companies
05.02.2018Wiggin and Dana to Publish an Article Series titled "Legal Issues for High-Growth Technology Companies"
04.25.2018Wiggin and Dana Represents Rallybio in Series A Financing
07.24.2017Wiggin and Dana Partner interviewed by CNBC's public television Nightly Business Report
07.13.2017Wiggin and Dana Associate Nominated as U.S. Rising Transactional Star
07.13.2017Wiggin and Dana Health Care Attorneys Appointed to Leadership Positions
06.15.2015Wiggin and Dana Represents DailyMail.com in Taboola Investment
04.10.2015Wiggin and Dana Partner Quoted in Stamford Advocate Regarding Connecticut Venture Capital Funding
12.05.2014Wiggin and Dana Named Founding Sponsor of CURE Innovation Commons
10.27.2014Wiggin and Dana Closes Transaction for CURE Innovation Commons
10.01.2014Wiggin and Dana Helps GoodStreets to Become One of the First Benefit Corporations in the State of Connecticut
06.27.2014Wiggin and Dana Attorneys Help Draft New Legislation Geared Towards Startups
04.21.2014Wiggin and Dana Congratulates CURE on New Innovation Commons
06.18.2013Wiggin and Dana Sponsors Thirteenth Annual New York Venture Summit
02.28.2013Wiggin and Dana Sponsors Second Annual New York University Entrepreneurs Festival
11.05.2012Wiggin and Dana Lawyers to Lead Entrepreneurship Class at Duke Law School
06.14.2012Wiggin and Dana Lawyer Appointed to Connecticut Chapter of the Association for Corporate Growth
04.13.2012Wiggin and Dana Attorney Quoted in the Hartford Courant
04.05.2012Wiggin and Dana Attorney Quoted in the Hartford Courant
11.09.2011Wiggin and Dana Sponsors Startup Weekend New Haven
05.20.2011Wiggin and Dana Sponsors CT Digital Media Program
07.12.2010Wiggin and Dana Lawyer Named Chapter co-President of Connecticut Venture Group
07.08.2010Wiggin and Dana Advises CGI Pharmaceuticals on Merger
04.26.2010Wiggin and Dana To Sponsor Organization Dedicated to Helping Yale Entrepreneurs
03.31.2010Wiggin and Dana and Yale University Office of Cooperative Research Presented Entrepreneurship Seminar Series
07.07.2008Wiggin and Dana Advises CiDRA Corporation on Sale of Its Oil and Gas Metering Business and Spin-Off
02/23/2018 NYU Entrepreneurship Festival: IP and Corporate Basics for Entrepreneurs
10/19/2017 Accelerate Your Business - Getting Started: Company Formation
06/29/2017 Navigating Your Onboarding Process: Employment Law Basics for the Early Stage Company
03/03/2017 6th Annual NYU Entrepreneur Festival
03/02/2017 IP Breakfast Series: Key Legal Issues Primer for New Start-up Companies
04/19/2016 Fulfilling Your Start-Up Mission - Is a Nonprofit Structure Right For You?
06/11/2015 Wiggin and Dana Hosts ICONYC Labs Startup Reception
03/24/2015 The Foundation for Building an Emerging Growth Company
10/06/2014 International Startup Panel & Showcase
06/16/2014 Crowdfunding, Angel Finance, and Recent Reg D Developments
06/05/2014 CURE Annual Meeting
01/15/2014 Venture Capital Deal Process and Key Terms
12/11/2013 Founding and Financing the Emerging Enterprise
12/10/2013 New SEC Rules Allow General Solicitation in Private Placements but Other New and Proposed Rules Could Negatively Impact Fundraising
06/11/2013 Getting Started – The Foundation for Growth and Financing
11/06/2012 Entrepreneurship and the Law
09/18/2012 Getting Started – The Foundation for Growth and Financing
04/10/2012 Opportunities & Challenges for Health Care Innovation & Growth in Connecticut
11/15/2011 Healthcare IT: Its Challenges and Opportunities
10/06/2011 How to Protect Yourself in Business
06/17/2011 Technology and Entrepreneurship - Commercialization of Environmental and Energy Technology
05/20/2011 Wiggin and Dana sponsors CT Digital Media panel on The Print to Digital Media Transition: Startup and Business Opportunities
01/07/2011 Positioning Your Startup Company for Growth
12/17/2010 Positioning Your Startup Company for Growth
11/16/2010 Deal Terms & Valuing an Early Stage Company
09/21/2010 The Private Side of Institutional Development: How do Medical Institutions Fuel Private-Sector Investment Opportunities?

Representative Venture Capital Transactions

Over the years, our attorneys have participated nationally and abroad in numerous venture capital and angel financing transactions, which have an aggregate transaction value in excess of $1 billion. We have substantial experience in representing every kind of participant in a venture capital or angel financing and have provided sound guidance to our clients at every stage of the financing process. Our clients include companies seeking seed or angel financing, the venture capital funds and angels that provide such financing, founders and strategic investors. Our venture capital clients include national and international venture funds, public and private corporations and individual investors that participate in industries ranging from biotechnology and life sciences to healthcare, information technology, Internet, utilities and energy, manufacturing and transportation. Following is a list of some of the recent transactions in which our attorneys played a significant role.

  • Represented Advanced BioHealing, Inc. in its preferred stock financing from investors led by Safeguard Scientifics, Inc. and in its debt financings from Horizon Technology and from Oxford Finance Corporation and Silicon Valley Bank.
  • Represented Advent International and its associated venture capital funds in their equity investments in U.S. and Latin American services companies.
  • Represented Advanced Orthopedic Technologies, Inc. in its convertible debt financing from Elm Street Ventures.
  • Represented Affomix Corporation in its convertible debt financing from Elm Street Ventures and in its preferred stock financing from investors led by Connecticut Innovations, Incorporated and Elm Street Ventures.
  • Represented AlloStem Therapeutics, LLC in its preferred equity financing from a group of angel investors.
  • Represented Applied Spine Technologies, Inc. in its preferred stock financings from investors led by Oxford Bioscience Partners, BioVenture Investors, InterWest Partners, DeNovo Ventures, Investor Growth Capital and Memphis Biomed Ventures.
  • Represented Autotether, LLC in its preferred equity financing from a group of angel investors.
  • Represented b-there.com in its preferred stock financings and convertible debt financings from investors led by CEA Capital Partners, Seaport Capital Partners, TL Ventures and BancBoston Ventures.
  • Represented BeCaid, LLC in its preferred equity financing from a group of angel investors.
  • Represented Cardiophotonics, LLC in its convertible debt financings from investors led by LaunchCapital.
  • Represented CGI Pharmaceuticals, Inc. in its preferred stock financings from investors led by CHL Medical Partners, Lily Bioventures, CDP Capital, RiverVest Venture Partners, Toucan Capital Corporation and MPM Bioventures.
  • Represented CiDRA Holdings LLC in its preferred equity financings from investors led by HRLD, Teknoinvest Energy, Velocity Equity Partners, Axiom Venture Partners, Open Field Private Partners, Connecticut Innovations, Incorporated, Wheatley Partners and Citron Capital and in its debt financing from Webster Bank.
  • Represented CMD Bioscience, LLC in its convertible debt financing from investors led by LaunchCapital and Connecticut Innovations, Incorporated.
  • Represented Connecticut Innovations, Incorporated in its equity and convertible debt investments in FMP Products, Inc., LiQuifix, Inc. and ShopText, Inc.
  • Represented corporate venture investor in connection with its preferred stock strategic investment in a biometric signature identification company.
  • Represented Desmos, Inc. in its convertible debt financings from investors led by Learn Capital Ventures, Kindler Capital and Elm Street Ventures.
  • Represented Emme E2MS, LLC in its preferred share financing from investors led by Connecticut Innovations.
  • Represented Employ Insight, LLC in its preferred share financing from investors led by LaunchCapital and Club Circle Partners.
  • Represented Floop, Inc. in its convertible debt financing from investors led by Advantage Capital and Enhanced Capital.
  • Represented Helix Therapeutics, Inc. in its preferred stock financings from investors led by Connecticut Innovations, Incorporated, Canaan Partners and LaunchCapital and in its debt financing from Webster Bank.
  • Represented Higher One, Inc. in its preferred stock financings from investors led by North Hill Ventures, Hanseatic Americas Inc., Inter-Atlantic Fund, Webster Financial Corporation, GML Investment Partners, Windcrest Partners, East Point Partners, Club Circle Partners and Sachem Ventures.
  • Represented HistoRx, Inc. in its preferred stock and convertible debt financings from investors led by Brook Ventures, Navigation Technology Ventures, Roche Finance, Commons Capital and Connecticut Innovations, Incorporated.
  • Represented Iconic Therapeutics, Inc. in its preferred stock financing from investors led by Diem Bioventures.
  • Represented iDevices, LLC in its preferred equity financing from a group of angel investors and in its debt financing from Enhanced Capital.
  • Represented iMedX, Inc. in its preferred stock financing from investors led by RFE Investment Partners.
  • Represented Innovatient Solutions, Inc. in its preferred stock financing from investors led by Connecticut Innovations, Incorporated.
  • Represented innRoad, Inc. in its convertible debt financing from a group of angel investors and in its preferred stock financing from investors led by Blue Heron Capital.
  • Represented ISG Holdings, Inc. in its preferred stock financings from investors led by SV Life Sciences, Beecken Petty O'Keefe & Company, BB&T Capital Partners and Audax Group and in its senior and mezzanine debt financings from various lenders.
  • Represented Keisense, Inc. in its convertible debt financing from Connecticut Innovations, Incorporated.
  • Represented MedOptions in its preferred equity financings from Housatonic Equity Partners and Point Judith Ventures and in its debt financings from TD Bank and HV Capital.
  • Represented NextCloud, Inc. in its preferred stock financing from investors led by Connecticut Innovations.
  • Represented Occam Sciences, Inc. in its preferred stock financing from Elm Street Ventures.
  • Represented P2 Science, Inc. in its equity financing from Elm Street Ventures and Yale University and in its convertible debt financing from Elm Street Ventures.
  • Represented PaperG, Inc. in its convertible debt and preferred stock financings from investors led by Club Circle Partners, LaunchCapital and Top Floor LLC.
  • Represented PhytoCeutica, Inc. in its preferred stock financings from Asian institutional investors.
  • Represented Retail Optimization, Inc. in its preferred stock and convertible debt financings from investors led by Connecticut Innovations, Incorporated, Elm Street Ventures and Long River Ventures.
  • Represented REvolution Computing, Inc. in its preferred stock financing from investors led by Intel Capital Corporation, North Bridge Venture Partners and Middlefield Ventures.
  • Represented an investor group in its equity investments in SeatGeek, Inc.
  • Represented SeeClickFix, Inc. in its preferred stock financing from investors led by O'Reilly AlphaTech Ventures and Omidyar Network Fund LLC.
  • Represented Silvergate Pharmaceuticals, Inc. in its preferred stock financing from investors led by Frazier Healthcare.
  • Represented SJF Ventures in its equity investments in MediaMath, Inc. and ServiceChannel.com.
  • Represented SurgiQuest, Inc. in its preferred stock and convertible debt financings from investors led by CMEA Ventures, Aphelion Capital, California Technology Ventures and Mosaix Ventures.
  • Represented Tonix Pharmaceuticals, Inc. in its preferred stock financing from various investors.
  • Represented TwigTek, Inc. in its preferred stock financings from investors led by LaunchCapital.
  • Represented VBrick Systems, Inc. in its preferred stock financings from investors led by RedShift Ventures, Menlo Ventures, Morgan Stanley Dean Witter Ventures and Adams Capital Management.
  • Represented a venture capital partnership in connection with its senior term loan to an established designer and manufacturer of specialty tools.
  • Represented Yale University in its debt investments in Axerion Therapeutics, Inc.


Representative Company Sale Transactions

  • Represented Premise Corporation, a leading provider of patient flow solutions, in connection with its merger with a subsidiary of Eclipsys Corporation (NASDAQ) for $38.5 million in cash.
  • Represented Latin America Money Services, a venture capital-backed private company engaged in the funds transfer business, in the spin-off to shareholders of certain of its operating subsidiaries and the $200 million merger of its remaining operations into a wholly-owned subsidiary of Global Payment Systems, Inc. (NYSE).
  • Represented CyVera Corporation, a leading developer of digital microbead technology, in a $17.5 million stock-forstock merger with Illumina, Inc. (NASDAQ).
  • Represented Lifecodes Corporation, a leading provider of identity genomics testing for forensics and paternity, in a stock-for-stock merger with Orchid Biosciences, Inc. (NASDAQ).
  • Acted as special counsel to Financial Fusion, Inc. (f/k/a Home Financial Network, Inc.) in its $200 million merger into a wholly owned subsidiary of Sybase, Inc. (NASDAQ).
  • Represented e-onehundred Group, LLC, a software company specializing in risk management and government compliance content management solutions, in the sale of substantially all of its assets to a wholly-owned subsidiary of Stellent, Inc. (NASDAQ).
  • Represented Popkin Software & Systems, Incorporated, a privately held software company with operations in the U.S. and abroad, in the sale of the company to Telelogic AB, a publicly held Swedish corporation, for $45 million in cash and additional stock consideration.
  • Represented HSS, Inc., a privately held software company selling reimbursement and coding software to the healthcare industry in its sale to Ingenix, Inc., a subsidiary of United Health Group (NYSE).
  • Represented On-Line Technologies, Inc., in its sale by merger to MKS Instruments for $23,000,000 (NASDAQ).
  • Represented Kavado Inc., a venture capital-backed web security software vendor, in its sale to Protegrity Corporation.
  • Represented Market Access International, a privately held marketing services firm, in its sale to a portfolio company of the UK-based private equity firm, Veronis Suhler Stevenson.
  • Represented Mimetex, Inc., a venture capital backed developer of iodine based drugs for the treatment of fibrocystic disorder of the breast, in its sale to Symbollon Pharmaceuticals, Inc.
  • Represented In-Store Opportunities, Inc. in the sale of its outstanding capital stock to advantage Sales & Marketing.
  • Represented Stephryn Industries, Inc. in the sale of substantially all its assets to Carolina Container Company.
  • Represented Protometrix, Inc. in its merger with a wholly-owned subsidiary of Invitrogen Corporation.
  • Represented Transcentive, Inc., a venture capital-backed software company with a suite of stock option management products, in its sale to Computershare Ltd., an Australian public company.
  • Represented b-there.com corp., a venture capital-backed software company engaged in the events management business, in the sale of substantially all of its assets to its competitor StarCite, Inc. in exchange for fixed and contingent payments of StarCite's common stock, preferred stock and warrants.
  • Represented NeuVis, Inc. in its merger with a wholly-owned subsidiary of Rational Software Corporation (NASDAQ).

Our attorneys handled all aspects of these transactions on behalf of our clients, providing initial advice on structuring each transaction, negotiating each transaction, and providing antitrust, intellectual property, securities, tax, labor and employment and other advice.

For emerging companies, our attorneys have significant experience in the legal fields necessary to nurture emerging growth companies:

  • Enterprise formation
  • Patents, copyrights and trademarks
  • Venture capital finance
  • Trade secret protection
  • Stock option plans
  • Covenants not to compete
  • Licensing and distribution
  • Private placements
  • Patent litigation
  • Intellectual property
  • Collaborations and strategic alliances
  • Debt financings
  • Public offerings
  • Mergers and acquisitions


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