At Ropes & Gray, we have a long history of successfully representing emerging growth companies, as well as the venture capital, private equity and private investment firms that invest in these enterprises.
Our knowledge and experience in these areas allows us to understand and anticipate the legal and business needs of our emerging company clients and to foster valuable business relationships between these clients and interested investors. We also work closely with investors to advise on investments and support them in their ongoing relationships with portfolio companies.
Our emerging companies practice spans the entire growth cycle of a company, from organization and incorporation, through venture, mezzanine and late-stage funding to sophisticated financing and acquisition transactions for large, multi-national companies. We routinely assist our emerging company clients by:
- Forming the corporate entity and structuring equity issuances and key employment relationships
- Obtaining financing from angel, venture, public and strategic investors
- Safeguarding and leveraging business assets through licensing and intellectual property protection strategies
- Managing supplier, distributor, licensing and other strategic relationships
- Developing and implementing strategic business combinations, sale transactions and joint ventures and providing international and transactional tax advice
- Structuring initial and follow-on public offerings
- Acting as general counsel to our clients and providing guidance on day-to-day corporate governance, securities and other legal issues
- Advising the company on its “exit strategy”, including the sale or merger of the company
- We are committed to providing our emerging company clients with practical and cost-effective assistance
Our emerging company experience includes representation of:
- Beam Therapeutics – Represented Beam Therapeutics in its licenses from Editas and The Broad, its preferred stock financings in excess of $240 million and its proposed initial public offering.
- Prevail Therapeutics, Inc. – Represented Prevail Therapeutics, Inc., a startup focused on new biologics and gene therapies for Parkinson’s disease, in its formation, Series Seed financing, initial IP in-licensing, and with respect to various general corporate matters as ongoing outside counsel to the company. Prevail was launched and initially financed by The Silverstein Foundation and OrbiMed.
- Zai Lab – Represented Zai Lab since its inception, including advising the company on its Series A, B and C preferred equity financings, in which Zai Lab raised an aggregate of $165 million, and subsequent $172.5 million initial public offering.
- Bain Capital Life Sciences – Represented Bain Capital Life Sciences in its $55 million Series D financing and investment round for InflaRx, a German biopharmaceutical company, which was co-led by Bain Capital Life Sciences, Cormorant Asset Management LLC and RA Capital Management.
- Vapotherm, Inc. – Represented Vapotherm, in a $29 million financing led by 3x5 Special Opportunity Fund L.P. and including investors Morgenthaler Venture Partners along with previous investors in the company.
- Magenta Therapeutics – Represented Magenta Therapeutics in negotiating its collaboration with Novartis under which Magenta licensed Novartis's clinical stage stem-cell transplant compound, MGTA-456.
- LogicBio Therapeutics – Represented LogicBio Therapeutics in its $50 million preferred stock financing led by Arix Bioscience and OrbiMed, and in its subsequent $70 million initial public offering.
- Goldfinch Bio – Represented Goldfinch Bio in its $55 million Series A financing led by Third Rock Ventures.
- Civitas Therapeutics – Represented Civitas Therapeutics in its acquisition by Acorda Therapeutics for $525 million in cash. Acorda obtained worldwide rights to a promising Parkinson’s Disease drug candidate, associated delivery technology, and related manufacturing facility as part of the transaction.
- GNS Healthcare – Represented GNS Healthcare in a $15 million Series C financing round. New investors in this round include Alexandria Real Estate Equities and Gi Global Health Fund LP who joined existing investors Celgene Corporation, Cambia Health Solutions, California’s Heritage Provider Network, and Japan’s Mitsui & Co.
- SV Life Sciences – Represented SV Life Sciences in a Series A investment in Aligned Telehealth, a telemedicine and healthcare management company that provides clinical services through innovative techniques.
- Pfizer – Represented Pfizer in its PIPE investment in the biopharmaceutical company, WAVE Life Sciences.
- TPG Growth – Represented TPG Growth in its $75 million investment in Precision for Medicine, a provider of specialized scientific services for life science innovators to research, develop, and commercialize medical products.
- Mersana Therapeutics – Represented Mersana Therapeutics in its joint venture with Takeda Pharmaceuticals to develop antibody-drug conjugates, a class of pharmaceutical typically used to fight cancer. Under the terms of the agreement, Takeda will pay $40 million upfront to Mersana, with up to $750 in follow-on milestone payments contingent on timetables relating to drug registration and the results of clinical studies.
- JHL Biotech – Represented JHL Biotech on its pre-IPO restructuring activities and its $45 million pre-IPO equity financing led by Fidelity Investments with participation by Milestone Capital, Liwick Investment Management and Sungent Bio.
- Bain Capital Ventures – Represented Bain Capital Ventures in various venture and growth capital investments.
- Seventh Sense Biosystems, Inc. – Represented Seventh Sense Biosystems, Inc. in a $16 million Series B financing from various strategic partners, as well as various ongoing corporate and commercial matters.
In today’s economy, private financing is playing an increasingly important role in the growth of emerging companies. Through our life sciences, health care, technology, media & telecommunications, and energy & cleantech practices we are familiar with the industries in which venture capital funds typically invest and understand the potential benefits and risks associated with investing in these areas.
Our intellectual property and patent strategy lawyers assist in the evaluation of a portfolio company’s intellectual property, including evaluating its strength, valuing its patent portfolio, assessing potential exposure to infringement claims, and reviewing employee agreements covering trade secrets and other intellectual property rights.
After assisting our venture capital client with its investments, we continue to add value by:
- Advising on fund formation
- Evaluating and structuring initial and follow-on investments
- Evaluating intellectual property portfolios of target companies
- Advising on continuing relationships with portfolio companies
- Determining strategies for investment exit
Our venture capital work includes representation of:
- JHL Biotech on its pre-IPO restructuring activities and its $45 million pre-IPO equity financing led by Fidelity Investments with participation by Milestone Capital, Liwick Investment Management and Sungent Bio.
- RiverVest Venture Partners as lead investor in a $20.4 million Series A investment into Lyric Pharmaceutical, a clinical-stage pharmaceutical company. Sante Ventures, Third Point Ventures and Aperture Venture Partners also participated in the round.
- RA Capital Management as lead investor in an $18 million Series A investment into WaVe Life Sciences, a nucleic acid therapeutics company.
- The lead underwriter in a the $60 million initial public offering for Ardelyx, a clinical-stage biopharmaceutical company focused on the discovery, development and commercialization of innovative, non-systemic, small molecule therapeutics that work exclusively in the gastrointestinal tract to treat cardio-renal, GI and metabolic diseases.
- Pfizer Venture Investments as lead investor in a $20 million Series C investment into CytomX, a biotechnology company developing Probody™ therapeutics for the treatment of cancer.