New York Venture & M&A Counsel Boutique
New York Venture & M&A Counsel Boutique


- Cross-Border & India-Focused Transactions
We regularly advise on transactions involving U.S. and international stakeholders, with particular experience in India-focused structures and transactions.
We work with Indian counsel of all sizes, and we are aware of the pitfalls for overseas investment, RBI, and other key drivers for India-based operations -both inbound and outbound.
Our work includes U.S. holding company formations, reverse mergers involving Indian operating companies, and cross-border rights offerings. We work closely with local counsel to navigate regulatory, structural, and execution challenges across jurisdictions.
Representative matters include:

- Represented a Delaware based artificial intelligence company being bought out by a public entity (over US$200 million) including with regularizing state qualifications and registrations.
- Represented a consumer focused products company being bought out (in a partial cash/partial equity buyout) by a new entity (with leveraged debt) to refocus the product on the healthcare market. Two of the shareholders of the target company (whom we represented) were
- Represented founders of an Indian consumer products enterprise with a Delaware holding company in a restructuring of their shareholding and filing of a Certificate of Validation in order to enable the Delaware company to properly issue share certificates to overseas (India, Mauritius, Singapore and China) institutional investors.
- Represented founders of a Chilean entity that needed to create a Delaware based headquarters for it and its other South American subsidiaries in order to achieve a funding round. Entities from two different South American countries were rolled up into the new Delaware holding company.
- Represented an African fintech entity with a significant number of early investors that needed to redomicile its headquarters to the United States.
- Represented a large Delaware non-profit foundation in restructuring its bylaws, Certificates of Incorporation and creation of indemnification agreements to protect its directors from fiduciary liability in connection with donee and member related litigation.
- Represented founders of an Argentinian biotechnology company in redomiciling the corporate entity and headquarters (Delaware and San Francisco respectively) and meeting investor related covenants necessary to achieve $3 million in funding.
- Represented a consumer foods concession entity in renegotiation its ownership structure after the lead partner and owner was incarcerated (on non-business related matters) in order to ensure business continuity and the successful continued economic viability of all involved parties.
- Represented founders in numerous start-up and early stage tax compliant employee stock ownership programs (ESOPs) that allowed for the issuance of restricted stock and options.
-Contentious Board Matters including dismissals of officres.
- Represented numerous employees in analyzing their equity grants both at the founder stage as well as later in the offer stage. Assists with 83(b)s and 409A analysis.
- Counseling for employment negotiations including for executives.
- Counseling for termination events, both on the employer and on the employee side.
- Assisted numerous international clients with Certificates of Attestation (as to shareholding and capital structure of United States based entities) and other documentation necessary for foreign governmental ministries including obtaining all necessary stamps/authentications through the Secretary of State and relevant Embassies and consular missions.
- Experienced in navigating the borders and "fuzzy" differences between United States and foreign jurisdictional legal approaches and laws, especially with regard to transactions under English Law where "they speak the same language but aren't saying the same thing!"

Support both in the United States and abroad. Your outside General Counsel.

All aspects of small and medium business support.

From SAFES to CARTA, your messy cap table, equity, employment, CopyLeft and any other questions you have!

When you are ready to take the plunge. We've done it - and trust us - the water's fine! But we're here to help keep away the sharks!

When you need more than Big Law's 2nd Year Associate to get you through the strategic financing questions.

We've been there and we've done it. They may sound the same - but they don't mean the same. We translate legal so you get it closed!

You want to keep as much as possible. We've done tax around the world and know when you need your CPA and when you don't!

Its getting serious! We know about data, AI, Machine Learning and how GDPR/CCPA and all the others are coming for your algorithms!

We support you by working with experienced patent counsel as well as trademark/copyright and other IP issues.
We use cookies to analyze website traffic and optimize your website experience. By accepting our use of cookies, your data will be aggregated with all other user data.