Venture Capital
RC Law’s Venture Capital practice focuses on supporting companies throughout every stage of the capital-raising process. Our team provides legal solutions to entrepreneurs and emerging businesses seeking seed funding, as well as to companies focused on growth and successful exit strategies. In addition, we advise a diverse range of investors, including angel investors, venture capital funds, and family offices, all of whom benefit from our innovative and tailored strategies.
Our comprehensive services include the drafting and negotiation of cutting-edge investment instruments, such as Simple Agreements for Future Equity (SAFEs), convertible promissory notes, and warrants. We possess deep expertise in private placements of equity, with particular emphasis on preferred stock issuances. This includes the preparation of detailed term sheets, amended and restated certificates of incorporation, stock purchase agreements, voting rights agreements, right of first refusal and co-sale agreements, and investors’ rights agreements.
Our venture capital practice extends beyond initial fundraising; we also provide ongoing support for subsequent financing rounds and corporate governance matters. Whether advising on board dynamics, fiduciary responsibilities, or compliance issues, RC Law ensures that our clients are well-positioned to navigate the complexities of scaling a business in the venture capital ecosystem.
With a proven track record in handling complex, multi-jurisdictional venture capital transactions, our firm is uniquely qualified to assist both domestic and international clients in achieving their business goals. At RC Law, we are committed to delivering strategic, business-oriented legal counsel, ensuring our clients not only meet but exceed their objectives in the fast-paced, competitive world of venture capital.
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Venture Capital / Private Placements - Representative Transactions
RC Law advised a leading company in the agro-industrial sector in Colombia in connection with their equity financing of a Delaware company, through convertible notes.
RC Law represented a JV company formed by Spanish sport teams and a US private equity fund, in connection with the acquisition of series B common stock issued by a Delaware company, together with some warrants.
RC LAW ACTED FOR A EUROPEAN FAMILY OFFICE IN CONNECTION WITH THEIR MINORITY INVESTMENT IN A REAL ESTATE ASSET IN THE UNITED STATES.
RC Law advised a European family office in the acquisition of a 9.17% interest in a real estate private equity fund created to raise funds and seek financing to acquire the 1600 Market Street building in Philadelphia, Pennsylvania. The deal was structured through multiple corporate vehicles designed to issue equity interests to U.S. and non-U.S. persons, to obtain mezzanine and real estate financing and to manage the newly acquired property. Our clients’ ticket was $3,500,000. The issuer as represented by Duane Morris LLP of New York. The transaction closed in February of 2018.
RC LAW ADVISED SEQUOIA CAPITAL PARTNERS ON A U.S. PRIVATE OFFERING TO RAISE EQUITY FINANCING FOR THE PURCHASE AND MANAGEMENT OF TRANSFER RIGHTS OF SOCCER PLAYERS.
RC Law advised Sequoia Capital Partners S.L. of Spain with regard to a private placement directed at non-U.S. persons to finance the activities of the issuer. The issuer was Top Radical Sports LLC, a Florida based company which business focus is the acquisition and management of transfer and other rights of Central American and Mexican soccer players. The maximum offering amount was initially $3,000,000 in consideration of a 25% membership interest of the issuer. The funds were in turn contributed to Radikal DNA, LLC, a Florida company, as the entity that would develop the project. The private placement was made pursuant to Rule 506 of Regulation D of the Securities Act of 1933. The issuance was closed in December of 2017.
RC LAW ACTED FOR A EUROPEAN FAMILY OFFICE IN CONNECTION WITH THEIR MINORITY INVESTMENT IN A REAL ESTATE ASSET IN THE UNITED STATES.
RC Law advised a European family office in the acquisition of a 12.92% interest in a real estate private equity fund created to raise funds and seek financing to acquire the One Union Center building in Washington DC. The deal was structured through a dozen vehicles designed to issue equity interests to U.S. and non-U.S. persons, to obtain mezzanine and real estate financing and to manage the newly acquired property. Our clients’ ticket was $3,050,000. The issuer as represented by Duane Morris LLP, New York. The transaction closed in December of 2017.
RC LAW ACTED FOR A SPANISH GROUP ON A ROUND B EQUITY FINANCING OF U.S. COMPANY
RC Law advised a Spanish group in its acquisition of a 10% interest in Acornseekers LLC, a Texas based pork meat producing company. Acornseekers had been initially financed with seed capital from several U.S. and Spanish investors. The client made a $2,000,000 equity contribution and it was granted rights and privileges commonly associated with a “round B” financing, such as anti-dilution mechanisms, “tag/drag along” rights, preemptive rights, as well as profit distribution and liquidation priorities and MFN protections. The issuer was represented by Murai Wald Biondo & Moreno of Miami. The transaction was completed in April of 2017.
RC Law served as legal counsel to NoNighter in its pre-seed capital raise, providing strategic advice on the issuance and structuring of Simple Agreements for Future Equity (SAFE).
RC Law acted as counsel to Falabella Ventures, throughout the acquisition process of a stake in the fintech startup, Simetrik. This transaction, part of Simetrik’s successful Series B funding round totaling $55 million, was led by investment firm Goldman Sachs.
RC Law acted as counsel to IQube USA throughout various investment cycles, advising in the issuance of convertible promissory notes.
RC Law acted as counsel to Shazura, Delaware based start-up engaged in AI computer vision, in a convertible notes issuance.
RC Law acted as counsel to Imageryst, SaaS platform leveraged in AI for satellite imagery, in a seed fund round.
RC Law advised a Spanish New Product Development company in connection with the equity swap of the equity interests of a Florida entity and a Spanish entity, through wholly owned companies.
RC Law represented a portfolio company of a Spanish equity fund as purchaser, in the acquisition of common stock representing a 24% equity interest, on a fully diluted basis, through a capital contribution, in a Colorado based company in the business of developing biostimulants. The target had a complex venture capital structure, with several series of common and preferred stock and multiple shareholders.