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Emerging Companies

A sub-group of McNaul Ebel's business practice serves the unique needs of emerging technology companies. This area of our practice involves handling in-bound and out-bound software and IP licensing needs, as well as Reg D financings, spinouts, M&A transactions, and other corporate matters.

Emerging company clients of the firm include IdentityMine, Uber Entertainment, Hoaloha Robotics, General UI, Quu, Carbon Games, Technical Illusions, Lively, and NorthAmericaTalk.

Mergers & Acquisitions

We represent our corporate clients through liquidity events, such as mergers, stock sales, and sales of business lines or assets. We also help clients plan and implement internal reorganizations and "spin outs," such as of select IP assets or business lines.

Recent  transactions include:
  • Representation of Tamarac Inc., a leading provider of integrated, web-based portfolio rebalancing, performance reporting and customer relationship management software for independent advisors and wealth managers, in the sale of the company to Envestnet, Inc.
  • Representation of the seller in the sale to a private equity firm of Custom Control Concepts Inc., the world leader in designing and integrating custom digital In-Flight Entertainment and Cabin Management (IFE/CMS) systems for the corporate, private and VIP aircraft industry.
  • Sale of assets between digital video distribution company and international software company
  • Spinout of search engine and social network from legacy enterprise software company
  • Negotiation of sale of product suite between software developer and international software company
  • Management buy-out of common and preferred stock shareholders of software developer
  • Sale of assets of Internet property to media aggregator

Licensing & MSAs

We develop, draft, adapt and negotiate licensing agreements, both for software offered as a "product" or web service, and for custom development. For example, Bob Muraski of the Tech group handles the material inbound and outbound licensing agreements for a leading SaaS provider in the financial services industry.

Private Securities Offerings

We represent companies raising money through private equity financings, principally convertible note, Series Seed and preferred stock deals, usually in reliance on the federal exemption under Rule 506 of Regulation D. William Carleton of the Tech Group is nationally recognized as a commentator on the changes coming to startup and emerging company financings because of the JOBS Act, including the imminent lifting of the prohibition on general solicitation for Rule 506 offerings. We expect to be counseling our emerging company clients on how to use the “new” Rule 506 effectively.

Gaming

Some of our brashest and most innovative clients are independent game developers who are defining what it means to be "cross platform." Our work for these clients includes corporate organization, publishing and distribution agreements, licensing agreements, and outward facing user terms.

Accredited Crowdfunding

We have represented some of the earliest participants in the emerging accredited crowdfunding industry and continue to advise a select few with regard to federal law developing in the area. In June 2013, the Practical Law Company published an article on accredited crowdfunding based on the industry knowledge and research of McNaul attorneys William Carleton and Kimberly Walker.

Lead Investor Counsel

We often represent lead investors and individual angels in connection with their investments in startups and emerging companies. (In this kind of work, our client's legal fees are typically reimbursed by the company at closing of the financing.) The head of our Tech practice, William Carleton, is active at a national level on policy matters impacting angel investing.
 

Litigation Support

In terms of courtroom firepower, the McNaul firm includes litigators with deep experience and success in IP matters

Startups

On a highly selective basis, we also undertake representation of new technology startups. We have deep, longstanding relationships with a number of successful serial entrepreneurs, and are very likely, when asked, to undertake representation of any new ventures these persons may found or back.