Common issues that we tackle for start-ups and solo founders include:

• Business formations: Avoid common pitfalls and set your company up for success from day 1.

• General Corporate: We are the in-house lawyer you are not ready to hire full-time yet. We help you stay protected and compliant.

• Fundraising: From friends and family rounds to seed rounds to venture capital and late-stage, we help with SAFEs, convertible notes, and other types of fundraising.

• Mergers & Acquisitions: Sell your company or buy another. We shepherd your transaction from concept to closing.

• Commercial Agreements: We draft and negotiate all types of commercial agreements.

• IP Protection and Agreements: We can help with trademark registration and licensing issues, but we will connect with excellent partners for more complex IP work.

• Employment and equity compensation: We'll guide you through creating attractive equity packages that'll help you attract and keep top talent. Plus, we'll steer you clear of common employment hiccups, so you can focus on growing your startup with confidence.

• Policies: Let us draft your terms and conditions, privacy policies, end user licensing agreements and data-related policies.

• Compliance: Depending on your industry, you may need to comply with specialized regulation. We can help guide you.

• Pitch deck review: You may not realize that certain claims or promises can get you in trouble. We can be a second pair of expert eyes.

We provide counsel to funds and fund investors of all types. We serve clients across asset classes including real estate, private equity, venture capital, privat credit, hedge funds, and more.

Forming and operating a fund is a highly regulated and complex business. We help our clients navigate these waters.

Common issues we help tackle include:

• Fund formation: Whether you are an emerging manager or forming your 20th fund, we can help. We’ll guide you through the entire formation process, including:

  • Regulatory and tax issues

  • Determining fund terms

  • Entity formation

  • Contract drafting

  • Investor relations and negotiations

  • Securities filings

  • Ongoing support

• Special purpose vehicle formation: Interested in investing on a “deal-by-deal” basis? You can create SPVs to purchase a single apartment building, single business or class of securities. We can help you decide between creating an SPV or a fund.

• Limited Partners: We help investors review fund documents, negotiate side letters, and conduct due diligence.

• Investments: 

  • Conduct due diligence on potential investments

  • Draft and negotiate investment agreements

  • Advise on exit strategies and divestments

• Compliance: We help your fund stay up to date with the latest SEC rules and other regulatory issues.

We represent buyers, sellers, and investors nationwide, including searchers, sponsors, and PE.

Common issues we help with include:

• Structuring ownership, voting, and succession for family businesses

• Asset and equity purchases

• Mergers

• Management buy-outs

• Stock-for-stock acquisitions

• Carve-outs

• Joint Ventures

• Fund raisings

• General corporate advice

We represent BDCs, their sponsors and platforms, underwriters or independent directors across a range of matters, including lending and financing arrangements, strategic and formation transactions, joint ventures, public and private equity and debt offerings, regulatory and corporate governance matters, and SEC exemptive relief and investigations. 

We are your family office’s private general counsel.

For new family offices, we provide tax-efficient family office structuring and maximize estate planning opportunities.

For existing family offices, we help with:

• Federal, state and local income tax planning and compliance

• Fiduciary and trust accounting issues

• Securities regulation and compliance with the SEC family office exemption

• Structuring of pooled investment vehicles

• Private foundation creation and administration

• Privacy and data protection

• Employment compliance for household and family office staff

• Hiring local counsel to handle real estate transactions, divorces and other personal legal needs.

• Immigration and visa issues

We help companies navigate the complex legal landscape of tech.

• IPOs and registered offerings in the US

• Private fundraising

• B2B and B2C contracts

• Regulatory compliance

• IP Licensing

• Data privacy

Contracts

• Advising on contracts between AI developers and customers

• Advising on policies and risks of using third-party generative AI tools

• Drafting and negotiating customer agreements for products or services powered by generative AI

• Structuring inbound and outbound data and content licensing agreements

• Negotiating commercial agreements involving generative AI tool providers

• Conducting diligence on AI platforms, reviewing their terms of service, and highlighting problematic clauses

• Drafting bespoke commercial agreements

Commercialization and Product Launches

• Ensuring compliance with AI, privacy, and consumer protection laws

• Advising clients on appropriate parameters for the procurement and use of publicly available and user-generated content as AI training data, including laws around scraping and anti-scraping measures

• Drafting terms of service and end-user license agreements

Regulatory Compliance

• Designing compliance programs to validate the performance and reliability of AI models and confirm that high-risk AI systems (like those used in healthcare or finance) meet stringent safety and transparency standards

• Establishing ethical and acceptable use policies for data and AI

• Navigating regulatory obligations and emerging rules (e.g., FTC, chatbot regulations, and international legislation like the EU AI Act)

• Developing internal AI principles and frameworks for responsible innovation

Corporate

• Representing high-growth AI companies across a full range of corporate transactions, including financings, M&A, private equity, and capital markets deals

• Advising companies and investors on investments in and acquisitions of AI technologies

• Guiding venture funds through their AI investments

Privacy Protection

• Advise on data protection frameworks

  • EU’s GDPR

  • California Consumer Privacy Act (CCPA)

  • U.K. Data Protection Act 

  • Sector-specific regulations in healthcare (HIPAA) or finance

Algorithmic Fairness, Transparency, and Accountability

• Help ensure that algorithms don’t violate civil rights, employment, consumer protection, and credit laws

• Draft Algorithmic Impact Assessments 

• Provide a human-readable explanation of how an AI made a decision to satisfy regulators by translating complex technical concepts into legal disclosures or user-facing explanations that satisfy regulatory mandates

Whether your company is pursuing an IPO, conducting a follow-on or private offering, purchasing securities, or engaging in any securities transaction, it will be subject to numerous and constantly changing rules and regulations.

Our lawyers have over a decade of complex securities law experience.

• IPOs: We work with your team of bankers and auditors to help complete a successful IPO on a national US exchange such as NASDAQ or the NYSE

• SPACs and deSPAC transactions: We guide companies through the complexities of SPAC and deSPAC transactions by providing expertise in regulatory compliance, structuring deals, and navigating SEC requirements.

• PIPE Transactions: Public companies access capital markets by engaging in a myriad of follow-on offerings, the most common of which is a private investment in public equity transaction.

• Registered Offerings: Our firm can assist in all types of registered follow-on offerings, whether a best efforts offering or firm commitment offering. We help prepare S-1s or F-1s, creating shelfs on Forms S-3 or F-3 or take-downs off your shelf.

• Regulation A: Often dubbed mini-IPOs, our firm is familiar with the Regulation A process.

• Regulation D and other private offerings: Our attorneys will provide the advice, guidance and documentation necessary to complete an exempt offering.

• SEC Reporting: Our attorneys help you comply with your reporting requirements, including interim reports on Forms 8-K and 6-K, quarterly reports on Form 10-Q, annual reports on Forms 10-K and 20-F; and annual and special meeting proxies, as well as shareholder consent information statements.

For foreign private issuers, we offer a wealth of experience and depth of knowledge for those looking to go public in the U.S., dual list, or seek assistance in ongoing SEC, Nasdaq and NYSE/NYSE American disclosure requirements and capital markets transactions.

We have extensive experience helping Japanese and South-East Asian companies.

Common issues we can help with include:

• Foreign entities looking to list on the NASDAQ or NYSE

• Foreign entities investing in the US

• Foreign companies raising money in the US

• Setting up US-based investment vehicles

• Acquiring US companies or assets

• Due diligence on US entities

• Regulatory compliance (i.e. SEC and FINRA)

• Tax planning

• Assisting with US property acquisitions or leases

• Immigration and visas

日本および東南アジアの企業を支援する豊富な経験を有しております。

対応可能な主な事項は以下の通りです：

• NASDAQやNYSEへの上場を目指す外国企業

• 米国への投資を行う外国企業

• 米国での資金調達

• 米国拠点の投資ビークルの設立

• 米国企業や資産の買収

• 米国企業のデューデリジェンス

• 規制遵守（例：SECやFINRA）

• 税務プランニング

• 米国での不動産取得やリースのサポート

• 移民とビザに関する支援