We work on the following topics for founders, investors, creditors, and lawyers involved with private companies in the US and internationally. Our work is always done under strict confidentiality agreements.
Valuation
We specialize in determining the fair market value of startups, particularly in scenarios where valuation disputes arise beyond a 409A valuation report. We thoroughly assess tangible and intangible company assets to ensure accurate and equitable valuations. These disputes often occur during funding rounds, especially in "down rounds," where significant discrepancies in valuation can emerge between successive investments.
Additionally, we provide expert opinions on the fairness of compensation structures during changes of control, such as mergers, acquisitions, or buyouts. We aim to facilitate the resolution of valuation disputes by delivering fair, unbiased, and meticulously researched valuations that adhere to industry standards and reflect current financial analyses and market conditions.
Founder Disputes
We provide expert assistance in resolving disputes among founders relating to equity distribution, vesting, roles, and ownership percentages. The companies are often started, and critical assumptions are made but not legally documented. This can lead to disagreements, especially when parties contest the fairness of legally drafted and signed agreements after the fact.
We offer insights into industry standards and the principles of fairness in equity allocation, aiming to achieve equitable resolutions that are beneficial to all parties involved. Our approach is focused on fostering positive outcomes and maintaining the integrity of the business relationship during disputes.
Employee Stock Options
These issues are similar to Founder disputes. These cases focus on employee stock options, complex and often nonstandard vesting schedules, or disputes on acceleration clauses. Issues are often raised around the perceived fairness of the option strike price and date issued, which is often the focus of our work in this area.
Intellectual Property
Our firm handles complex technology-centric intellectual property disputes, focusing primarily on invention concerns, ownership rights, and the valuation of specific intellectual property assets. These disputes typically involve determining fair market values from a defendant's perspective.
On the plaintiff's side, we evaluate intellectual property assets—including patents, trademarks, trade secrets, and instances of infringement—from the viewpoint of a private company or venture capital investor. This assessment helps determine how these assets impact the company's overall value.
Our approach is to provide thorough, unbiased evaluations that support our clients in achieving fair and informed resolutions in intellectual property disputes.
Dilution Issues
We are adept at addressing disputes related to the dilution of shares, specifically how introducing new funding rounds and issuing additional shares affect the equity of existing shareholders. We analyze the factors determining a fair price for new funding rounds, including the impact on current shareholders.
Additionally, we examine the investment rights of existing investors during subsequent funding rounds, focusing on the stipulations of pro-rata provisions and their absence. Our evaluations aim to ensure that all parties clearly understand the rules and their rights, promoting fair and transparent investment practices.
Corporate Governance
We offer expert opinions on board-related issues, particularly concerning representation rights and transparency of corporate information for board members and shareholders. Our focus frequently centers on cases involving board members who have been removed from their directorship roles.
We provide comprehensive reports on the necessity of adhering to legal standards and best practices in managing equity and investor relations. These assessments aim to ensure compliance, uphold governance integrity, and foster transparent and fair interactions within the corporate structure.
Industry Best Practices
Our firm excels in clarifying the norms and standard practices within the venture capital and private equity industries, aiding arbitrators and stakeholders in understanding the expectations and context of involved parties. We specialize in producing detailed documentation that delineates these practices.
Additionally, we conduct in-depth risk assessments of investments within specific sectors. Our reports are based on a thorough analysis of private and public information, including the number of similar companies funded, the capital invested in each, and their outcomes when available. This comprehensive approach provides stakeholders a clear understanding of investment landscapes and associated risks.
Bankruptcy and Insolvency
We provide specialized advice to startups facing bankruptcy or insolvency. This advisory service begins with determining the true date of insolvency and then precise estimation of the company's assets, including intellectual property, software/hardware (whether complete or in development), trademarks, domain names, equipment, and customer contracts. Our goal is to ensure a fair and equitable distribution of the remaining assets among creditors in accordance with legal requirements and best practices.
Tax Disputes
While not our primary focus, our firm collaborates with skilled tax professionals to address disputes related to the taxation of equity compensation, share valuation for tax purposes, and other related tax issues. This partnership allows us to offer specialized guidance and solutions in these areas, ensuring comprehensive support for our clients navigating complex tax challenges.