PRIVATE COMPANY REPRESENTATION

Since Silicon Valley's formative years, Wilson Sonsini Goodrich & Rosati has held an established position as the leading law firm provider to innovative enterprises. As our attorneys nurtured promising start-ups through the business life cycle, the firm expanded and so too did the range of services we offered to clients. Today, our attorneys advise more than 3,000 private companies, in addition to over 300 public companies.

WSGR provides the comprehensive, integrated business, litigation and regulatory services that private companies need, enabling the firm to serve them from their formative stages, during periods of growth, and certainly past their exits, whether through merger, acquisition, or transition into a public company.

The following list illustrates the broad array of services we provide to private companies:

  • Early Corporate Organization
  • Venture Financing/Private Equity
  • Corporate (M&A and Public Equity-IPO Exit)
  • Tax
  • Intellectual Property
  • Technology Transactions
  • Regulatory (Antitrust, Privacy and Data Protection, Exports, FCPA/CFIUS)
  • Litigation
  • Employment Law (Executive Compensation/Benefits)
  • Real Estate

This interdisciplinary approach, along with the breadth and depth of our practice, allows us to serve as a strategic advisor through each stage of a private company's growth.

Depending on each private company client's needs, the firm may have a more active role in day-to-day operations and function as an integral part of company management, providing legal advice and business counsel. Alternatively, the firm may have a less active role, participating as a situational advisor that consults with in-house legal counsel and executive teams regarding strategic corporate decisions.

Early Corporate Organization

WSGR's attorneys help private companies get up and running quickly, using our 50-plus years of experience representing growth-oriented enterprises. We advise new companies on key factors related to their organization and structure, as well as what to look for from board members or executive leadership.

As the nation's leading law firm representing venture-backed companies, we have counseled thousands of entrepreneurs starting new businesses, advising on the formation of companies, equity structures, negotiations with investors, intellectual property rights, and other issues vital to their success.

Venture Financing/Private Equity

Venture capital has played a crucial role in the development of the technology and growth industries, and Wilson Sonsini Goodrich & Rosati has been involved every step of the way. More than 40 years ago, our firm helped form some of the seminal venture capital funds of Silicon Valley, such as Mayfield, Oak Investment Partners, and Sequoia Capital. Concurrently, we represented start-up companies seeking venture capital funding and began to introduce our venture capital contacts to the companies we were representing. That early relationship-building process has grown into a comprehensive effort to help both start-up companies seeking funding and venture capital funds seeking profitable new investments.

WSGR has helped thousands of companies raise billions of dollars in venture capital financing. We have more experienced attorneys focused on representing start-up companies seeking venture capital financing than any other law firm, and the deepest knowledge negotiating such transactions. We currently represent more venture-capital-backed companies than any other law firm in the U.S. Recently, Dow Jones VentureSource ranked WSGR as the leading law firm for 2015 U.S. issuer-side venture financings.

We recently earned the No. 1 ranking in Dow Jones VentureSource's 2014 year-end report, based on the number of our issuer-side venture financings. WSGR is credited as legal advisor in 249 rounds of financing, while its nearest competitor advised on 171 rounds of financing.

Corporate

Our corporate law practice is unrivaled in its dimension and scope, with a long-standing legacy of representing technology, life sciences, and growth business enterprises. We represent more than 3,000 private companies in the U.S. and internationally.

Our cross-disciplinary, integrated approach ensures we can apply our expertise in all fields pertaining to the success of private company clients, including:

  • Incorporation and entity organizational matters
  • Board composition, procedures, and best practices
  • Capitalization and finance matters
  • Executive compensation and employee benefits
  • Regulatory and compliance strategies
  • Strategic M&A counsel and transactional representation

M&A

The firm has sophisticated transactional practices to assist companies as they grow and evolve. When our private company clients expand, they work with the firm's respected, experienced M&A attorneys, as well as attorneys who are experts in the disposition of IP, technology, real estate and other assets. Clients involved in M&A deals can also consult with our antitrust, tax, and other regulatory counsel, which are often critical to successful business combinations. In addition, the firm's attorneys have handled numerous spin-off transactions on behalf of private companies.

In 2015, WSGR's M&A practice again earned top rankings, based on the number of deals, in year-end league tables published by Thomson Reuters, Bloomberg, and Mergermarket.

Public Equity-IPO Exit

With IPO experience spanning nearly 45 years, our attorneys have participated in the initial public offerings of many of the most innovative, game-changing companies of our time, including Apple, Sun Microsystems, Netscape, Pixar, Netflix, Google, Dolby Laboratories, Tesla Motors, and LinkedIn. Having completed more than 300 IPOs since 1998—more than any other law firm in the nation—our attorneys bring to the table a wealth of experience navigating the IPO process. We have substantial expertise advising companies both in the U.S. and abroad on their U.S. IPOs, as well as continuing to represent them once they enter the market as a public company.

In 2015, WSGR's capital markets practice was again ranked among the leading advisors to U.S. issuers and underwriters in the Bloomberg and Thomson Reuters capital markets league tables, based on the number of deals completed.

Tax

WSGR's tax practice encompasses all areas of federal, state, and international tax law for technology, life sciences, and growth enterprises at all stages of development. We represent private companies in conjunction with the firm's M&A practice, which involves a wide range of domestic and international transactions, including public and private acquisitions, management and leveraged buyouts, corporate restructurings, spinoffs, recapitalizations, and joint ventures. We also assist clients with debt and equity financings, technology transfers, and complex licensing and collaboration arrangements. In addition, we counsel clients on domestic and international tax planning and represent clients in matters before the U.S. Internal Revenue Service.

Intellectual Property

The firm's IP and trade secret practices protect the valuable, innovative products and business processes that commonly form a company's foundation. As ideas and innovations develop, our attorneys provide strategic patent and trademark counsel. The firm also helps entities manage larger, global IP portfolios, including patent and trademark filings and maintenance in U.S. and non-U.S. markets. Further, WSGR's attorneys advise companies on how to retain their IP rights and trade secrets as employees leave their organizations.

Technology Transactions

One of WSGR's key differentiators is the firm's extensive and highly regarded technology transactions practice (TTG), which is dedicated solely to commercial transactions driven by intellectual property. Our TTG team consists of approximately 50 attorneys, many of whom hold advanced degrees in engineering or science and are expert in the full range of matters related to complex and sophisticated technology transactions. Each year, our attorneys negotiate hundreds of strategic business collaborations, placing clients in optimal positions to succeed in today's complex global marketplace.

The firm's TTG attorneys have a proven track record of working with clients across virtually all operational and strategic areas of their businesses. Our TTG team has advised clients on, for example:

  • Strategic alliances, partnerships, and joint ventures
  • Asset sales and spinouts
  • Collaborations and co-development arrangements
  • OEM, distribution, and reseller agreements
  • Manufacturing and supply agreements
  • Patent monetization
  • Patent, technology, software, content, and trademark licenses
  • IP and commercial terms and related due diligence in M&A transactions
  • Terms of service, terms of use, EULAs, and privacy policies

Regulatory

The firm's established, private company clients are frequently larger entities subject to scrutiny by other private parties and governmental regulatory agencies. WSGR has advised corporate clients in scores of proceedings involving federal and state regulatory agencies, including the FTC, FDA, and EPA. The firm has successfully defended clients against claims of anti-competitive behavior, consumer fraud, privacy law violations, and cybersecurity breaches. Furthermore, as regulatory pressures have increased with respect to the exportation of goods to (and business conduct in) global markets, the firm's attorneys, many of whom previously held positions with the SEC, DOJ, and other agencies, have represented clients facing government inquiries and/or investigations, including those related to export controls and economic sanctions, Foreign Corrupt Practices Act (FCPA) laws, and matters that involve Committee on Foreign Investment in the United States (CFIUS) and national security issues. Our attorneys have also conducted numerous internal investigations initiated by boards or audit committees to identify potential or past problems.

Antitrust

Based in New York City, Washington, D.C., Silicon Valley, and Brussels, our highly regarded antitrust attorneys advise clients with respect to mergers and acquisitions, criminal and civil investigations by government agencies, antitrust litigation, and issues involving intellectual property, consumer protection, and privacy. We also advise clients with respect to the full range of counseling matters, including pricing, distribution, vertical restrictions, standard-setting activities, joint ventures, and patent pooling. Working with Fortune 100 global enterprises as well as venture-backed start-up companies, our attorneys have expertise in virtually every significant industry sector, including technology, media, healthcare, services, transportation, and manufacturing.

Privacy and Data Protection

Our privacy and data protection team has advised hundreds of companies on all aspects of privacy and data security law, both in the United States and abroad, and serves a vast array of industries, including technology, digital media and entertainment, and life sciences. Among many other matters, our attorneys have helped clients develop privacy and security policies, implement compliance programs, resolve complex international e-commerce issues, protect trade secrets, devise appropriate legal responses to computer security breaches, and comply with federal anti-spam legislation. We have offered strategic advice to businesses in a variety of fields on issues relating to advertising and marketing practices and consumer protection. In addition, our attorneys have successfully defended clients involved in government investigations, enforcement actions, and litigation, including bet-the-company matters.

Litigation

As private companies grow, unfortunately, they often become involved in a proportionately larger number of business disputes. Our attorneys have successfully represented companies engaged in litigation with competitors, suppliers, service providers, employees, and other entities, with disputes ranging from private antitrust lawsuits to high-stakes patent litigation. We have also successfully defended companies in class actions, including antitrust and consumer litigation matters. In addition to representing companies in federal and state courts throughout the U.S., our attorneys represent private companies in arbitrations and mediations.

Employment and Executive Compensation

WSGR has practices that help companies manage people, products, and processes, so they can stay on track operationally. The firm has experienced employment, executive compensation, and employee benefits attorneys who help private companies attract, retain, and manage talented executive and staff professionals.

Employment Law

WSGR's employment attorneys advise more than 1,000 emerging and established companies on the ever-changing state and federal employment laws. We provide proactive compliance strategies and litigation defense uniquely suited to visionary companies, entrepreneurs, and founders. We deliver prompt, cost-efficient, and expert advice; practical and business-oriented solutions; and strategic and effective litigation support.

Our services include general advice and counseling, litigation, employment matters related to M&A deals, executive agreements, workplace investigations, compliance monitoring, and labor matters.

Executive Benefits and Compensation

Working closely with compensation committees and senior management on complex compensation and incentive issues, our attorneys have significant experience in a wide range of employee benefits and compensation matters. These include all facets of employee equity award programs designed for U.S. and international employees, qualified retirement plans, bonus programs, deferred compensation plans, severance and golden-parachute arrangements, fringe benefits, welfare plans, COBRA, employment agreements, and related corporate governance issues.

Real Estate

The firm's real estate attorneys advise and represent clients in connection with real estate transactions and facility issues for all of their office, commercial, and manufacturing needs. With particular expertise in complex commercial and biotech transactions, our team regularly advises on domestic and international facility leasing, acquisition, development, construction, and financing.