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Dionne & Gass LLP serves as counsel to numerous privately-held U.S. and foreign enterprises engaged in a wide variety of businesses, including research and development, manufacturing, technology licensing and commercialization, investment management, real estate and entertainment. Our practice involves counseling start-up companies as well as providing a broad range of general corporate legal services to growing and mature firms. We typically handle transactions ranging from $250,000 for start-up seed funding to hundreds of millions of dollars for merger and acquisition work on behalf of larger clients. Dionne & Gass LLP also acts as counsel to several individual "angel" investors.
General corporate
Dionne & Gass LLP provides business enterprises of all kinds with a broad range of general corporate legal services, including entity organization, founder and stockholder agreements, employment agreements, non-disclosure agreements, stock option and restricted stock plans, intellectual property assignments, technology licensing and commercialization, corporate partnering arrangements, product distribution agreements, equity financings, and mergers and acquisitions.
Start-ups
Dionne & Gass LLP has extensive experience in the organization and representation of new business enterprises, providing advice and documentation on choice of entity, corporate structure, governance, arrangements among founders, and private or institutional equity financing. We also represent numerous individual private "angel" investors in their equity investments in start-up businesses.
Representative Transactions
- Represented commercial software company in start-up and seed stage private equity financing of $2,000,000
- Represented internet company in start-up and initial private equity financing of $1,500,000
- Represented neuroscience company in start-up and strategic corporate partnering arrangements with a major manufacturer, providing $4,000,000 in research and development funding
Private equity
Dionne & Gass LLP delivers a wide range of services to business enterprises and individual investors in private convertible debt, convertible equity and direct equity financings. The firm also assists businesses in private institutional mezzanine equity financings, including convertible preferred equity financings by venture capital funds and joint venture equity financings by REITs and other institutional real estate investment funds.
Representative Transactions
- Represented medical instrument company in initial private equity financing of $1,500,000
- Represented digital imaging company in seed stage private equity financing of $800,000
- Represented individual "angel" investor in $1,000,000 convertible equity investment in start-up software company
Joint ventures and strategic alliances
Dionne & Gass LLP provides significant expertise in structuring joint ventures and strategic alliances that enable business growth opportunities for the corporate partners. We have represented and assisted a broad range of companies and firms in a variety of industries with growth strategies involving corporate partnering, including businesses in the fields of software, biotechnology, nanotechnology, chemistry, consumer product manufacturing, internet, information technology, energy, life sciences, publishing, hospitality, retail and real estate.
Representative Transactions
- Represented biotechnology company in a strategic alliance and exclusive research, development and licensing arrangement with a multi-national European-based pharmaceutical company
- Represented boutique software company in strategic alliance with a major global enterprise software company providing global distribution channel of the company's products via OEM license
- Represented real estate developer in $95,000,000 equity investment joint venture with a publicly-traded REIT
Venture capital
Dionne & Gass LLP has extensive experience in representing companies in all stages of institutional venture capital financings, from relatively rare start-up seed rounds through more typical later-round equity investments. We assist our clients in analyzing current market terms and conditions of such financings, negotiation of term sheets, organization and delivery of appropriate due diligence materials, and negotiation and documentation of the investment instruments, including charter amendments, stock purchase agreements, stockholders agreements, registration rights agreements, and rights of first refusal and co-sale agreements. Our work in this area also involves assistance regarding compliance with applicable federal and state securities laws.
Representative Transactions
- Represented commercial software company in a $16.5 million convertible preferred equity financing round led by a major venture capital firm
- Represented health care products company in a $6 million first stage convertible preferred equity financing round with a major venture capital firm
- Represented nanotechnology company in $2,000,000 seed stage convertible preferred equity financing round with an industry specific specialty venture capital fund
Licensing and intellectual property commercialization
Dionne & Gass LLP has particular expertise in assisting businesses with commercialization of their intellectual property through licensing and strategic corporate alliances. Our extensive practice in this area involves management of the licensing programs of commercial software and other types of technology companies, as well as providing assistance to smaller companies in securing funding and distribution channels for their technological innovations through licensing or corporate partnering arrangements with larger firms.
Representative Transactions
- Regular representation of various commercial software companies in their licensing programs
- Represented audio amplification company in exclusive license of technological innovations to a major multi-national loudspeaker manufacturing company
- Represented nanotechnology company in exclusive license of patented processes to a major multi-national consumer product manufacturing company
Mergers and acquisitions
Dionne & Gass LLP has broad experience in representing companies engaged in mergers and acquisitions with other companies. Our work in this area involves assisting our clients in analyzing its current market value or the current market value of the target company, negotiation of term sheets, due diligence, and negotiation and documentation of the appropriate financing and acquisition agreements. Our work in this area also involves regulatory assistance regarding compliance with applicable federal and state securities laws as well as compliance with anti-trust and employment-related laws.
Representative Transactions
- Represented privately-held information technology company in $165 million sale to and acquisition by a large publicly-traded company in a complex stock-for-cash reverse triangular merger
- Represented biotechnology company in $23 million acquisition of another biotechnology company in a mixed cash and stock direct merger
- Represented software company in $40 million sale to, and acquisition by, a large publicly-traded company in a stock-for-cash triangular merger
Corporate governance
Dionne & Gass LLP provides a broad range of services in the field of corporate governance, including advice on structuring internal governance arrangements, drafting agreements among equity holders relating to governance matters, and advising clients regarding compliance with federal and state corporate governance statutes and regulations.
Representative Transactions
- Represented information technology company in reorganization of internal governance arrangements
- Represented health care company in corporate reorganization and reorganization of governance structure
- Represented real estate development company in corporate reorganization and complete revisions to governance structure and succession provisions
Investment funds
Dionne & Gass LLP has extensive experience in advising clients on the creation, organization and management of private investment funds engaged in investment activities in a wide range of fields, including securities investments and real estate investments. Our work in this area includes organization of limited partnerships or limited liability companies, preparation of private placement memoranda, subscription agreements, investor questionnaires, and advice and documentation relating to compliance with federal and state securities laws.
Representative Transactions
- Represented investment advisor firm in creation of open-ended securities investment fund for wealthy investors
- Represented large real estate development company in organization of a $25 million blind-pool real estate investment fund for accredited investors
- Represented financial firm in creation of open-ended securities investment fund for investments in the energy sector
Securities law
Dionne & Gass LLP has broad expertise in advising its privately-held corporate clients regarding compliance with applicable federal and state securities laws, particularly in the areas of capital formation and private debt and equity financings.
Representative Transactions
- Regular representation of securities issuers in matters relating to compliance with applicable state blue sky laws
- Regular representation of securities issuers in matters relating to compliance with Regulation D of the Securities Act of 1933
- Regular representation of investment funds with respect to compliance with the Investment Company Act of 1940
Entertainment
Dionne & Gass LLP has extensive experience in representing promoters, artists and managers in their endeavors related to live indoor and outdoor stage productions and artistic events, audio and video recording and distribution, and artist management. Our work in these areas involve organization, negotiation and documentation of arrangements with show venues, booking agencies, performing artists, ticketing agencies, food and beverage concessionaires, merchandising companies, security companies, recording studios, audio and video production companies, and law enforcement agencies.
Representative Transactions
- Regular representation of major promoter engaged in organization, production and staging of multi-day outdoor rock festivals
- Regular representation of promoter in production of indoor rock, folk and other musical events
- Organization and representation of audio recording production company
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