1) Emerging Companies Practice
Emerging companies typically operate in rapidly evolving
industries where expertise, speed and efficiency are
Leadership
rewarded. Often these companies move from conception
to acquisition or initial public offering over a short period
of time. This rapid growth carries enormous risk. To gain
competitive advantage, sustain innovations and
successfully manage rapid growth, proper groundwork
and execution are essential. Missteps can be fatal.
To be successful, emerging companies must pay close
Laurel A. Durham
(Co-Leader)
Of Counsel
Boulder, Colorado
laurel.durham@bryancave.com
attention to numerous interrelated business and legal
issues, including:
Structuring and negotiating financing from a variety of
sources, which may include angel investors, research
grants, venture capital funds, strategic investors, banks
and other financial institutions and public markets
Charles Brendan Johnson
(Co-Leader)
Identifying and protecting key intellectual property
through patents, trademarks, licensing and other
contractual and regulatory protections
Partner
St. Louis, Missouri
brendan.johnson@bryancave.com
Leveraging innovation by structuring and negotiating
strategic partnerships and corporate alliances
Developing employment and consulting agreements, including non-competition, nonsolicitation, confidentiality, work for hire, inventor assignment and conflict of interest
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2) provisions, and qualified and non-qualified equity incentive plans
Preparing for product commercialization, including identifying and securing necessary
regulatory approval and developing manufacturing capabilities
Accomplishing a successful exit strategy through an initial public offering or sale transaction
to achieve liquidity and to finance further growth
Companies that fail to properly consider and address these issues are at a competitive
disadvantage and will experience a loss of value, a delay in developing their business and an
unnecessary drain on management resources.
Our Team’s Capabilities
Emerging companies in all stages of their growth cycle, from start-ups seeking an initial capital
investment to companies preparing for an initial public offering or sale, rely on Bryan Cave for
legal advice. The services we provide include, among others:
Structuring and Negotiating Financing – Bryan Cave has structured and negotiated
financing for our emerging company clients from a variety of sources, including angel investors,
academic, government and commercial research grants, venture capital funds, strategic
investors and banks and other financial institutions, as well as the public markets. Companies
frequently find our network of relationships beneficial in making introductions to sources of
capital and capital markets expertise.
Intellectual Property Creation and Protection – Bryan Cave regularly advises clients on
patent, trade secret and copyright protection of their intellectual property, including preparing
patent applications, drafting agreements to maintain the confidentiality of the intellectual
property and reviewing third party patent portfolios. Our lawyers work with clients to craft
strategies in order to protect and capitalize on their intellectual property.
Strategic Partnerships and Corporate Alliances – Strategic partnerships and corporate
alliances are often critical to the success of emerging companies. Our lawyers assist
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3) companies in structuring and negotiating research and development licenses, joint venture
agreements, strategic partnerships, earning agreements and other collaborative arrangements.
Clients rely on Bryan Cave for strategic licensing, corporate partnering and research
collaboration matters.
Employment and Consulting Arrangements – Emerging companies turn to Bryan Cave to
prepare agreements for their employees and consultants, including non-competition, nonsolicitation, confidentiality, work for hire, inventor assignment and conflict of interest
agreements. We have devised qualified and non-qualified equity incentive plans which navigate
through the multitude of regulatory and institutional requirements, including conflict of interest
restrictions, Stark law and anti-kickback rules.
Compliance and Regulatory Services – Many emerging companies operate in an
environment subject to a wide array of federal and state legislation and regulations. Our
lawyers understand the nuances of the FDA approval process (e.g., IRB, 510(k), PMA, etc.)
and the U.S. healthcare payment system (e.g., Medicare, Medicaid, CMS, etc.) and work
closely with FDA consultants and others retained by our emerging company clients to obtain
such necessary approvals.
Expertise in IPO and M&A Exit Strategies – We have an excellent understanding of capital
market practices and extensive experience in advising companies in their exit strategies. Bryan
Cave has advised companies through the public offering process, including preparation of
registration statements and prospectuses and assisting clients with the listing process. A
perennial Top 15 law firm in the U.S. Merger & Acquisitions rankings, Bryan Cave also assists
clients in a wide variety of M&A transactions, including stock and asset acquisitions, mergers,
tender offers, leveraged buyouts and recapitalizations.
Benefit to Our Clients
Our comprehensive services provide the legal advice and business acumen companies need at
every phase of their growth. Specifically, our experience in structuring and negotiating
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4) financing, strategic partnerships and corporate alliances, intellectual property protection, and
expertise in IPO and M&A exit strategies has led to significant value generation for our clients
and their shareholders. Our 1,100 professionals also provide clients with:
Speed: managing the financing process to accelerate a deal from the structuring/term sheet
stage through the closing.
Efficiency: utilizing our experience and state-of-the-art form documents to maximize the
efficiency of drafting and negotiating of definitive transaction documents.
Effective Negotiations: identifying key value drivers in a deal and making the most of them
while reducing risk by uncovering and avoiding common deal pitfalls.
Seeing the Big Picture: advising on all aspects of your business and at all stages of its
growth, from seed funding through acquisition or initial public offering.
Creating Value: understanding your technology and its role in your business means a more
effective intellectual property strategy and a more valuable enterprise.
Rapid Commercial Response: responding rapidly and knowledgeably to complete licensing,
sales, collaboration and other commercial contracts at the speed of business.
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