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Michael J. Heller

Chief Executive Officer
P (215) 665-4141

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      Emerging Business & Venture Capital

      Emerging businesses and venture capital investors operate in a world defined by high risk and high reward. At Cozen O’Connor, we understand what it takes to succeed in that world because we’re entrepreneurs too. Our firm was launched as a startup in 1972, and many of our lawyers today have first-hand experience as both business leaders and investors. We share the ambition and daring that drive business creation. And we share a commitment to managing risk without compromising reward.

      Cozen O’Connor serves a diverse set of clients, including early, mid and late stage venture-backed companies; angel and seed investors; venture capital and private equity funds; and other lenders and debt funds. We provide a full range of corporate services to our clients from corporate formation and financing, to mergers and acquisitions, to regulatory compliance and exit strategies.

      For emerging companies, our corporate attorneys serve as critical partners at every stage in the life cycle of a growing business. Early-stage companies confront rapid and constant change at a point when their corporate structure is often still nascent. Cozen O’Connor attorneys work with emerging leaders to establish viable internal structures and support day-to-day operations. We recognize that early-stage companies have limited resources and have demonstrated willingness to invest upfront in such clients’ future growth. To mid- to late-stage companies, we offer strategic advice about how to expand and respond to the challenges of a global marketplace.

      For investors, our attorneys are not simply scribes, but active participants in the conception and execution of deals. Our legal advice is based on a comprehensive understanding of each client’s unique investment model as well as the array of investment options. We position ourselves to help identify investment opportunities, negotiate competitive terms, and provide insight into the businesses and industries that investor-clients underwrite. We pair financial savvy with knowledge of market terms and conditions. A good lawyer doesn’t just close the deal—a good lawyer helps find the right deal to close.

      Cozen O’Connor is unusual in that we have been consistently advising emerging businesses and venture capital funds for more than twenty years. While other firms serving this sector have come and gone with the changing economic times, we have stayed in this arena from day one. Our clients benefit directly from the depth of our experience as well as the breadth of our networking capacity. Over the years, we have developed close professional relationships with investors, executives, lenders, collaborators, and customers, and making strategic introductions on behalf of clients is a fundamental part of the service we provide. For new and growing companies, these connections can be a critical competitive advantage.

       

      SERVICES

      Businesses

      • Counsel clients on corporate formation and governance procedures
      • Perform strategic networking
      • Arrange equity and debt financing
      • Support access to domestic and foreign capital markets and compliance with securities laws
      • Negotiate mergers, acquisitions, joint ventures, and alliances
      • Provide corporate counsel on accounting, taxes, labor & employment, and employee benefits
      • Advise on IP protection and licensing, and negotiate science and technology transactions

      Investors

      • Structure major investment deals
      • Arrange complex financings that guard the interests of company and investor
      • Form strategic collaborations
      • Create deal flow through strategic networking and investment counsel
      • Advise on IP protection and litigation
      • Support corporate and regulatory compliance
      • Devise exit strategies from previous investments

       

      CLIENTS

      • Entrepreneurial, family-run, and venture-backed companies
      • Early-stage companies
      • Mid- and late-stage companies
      • Angel and seed investors
      • Venture capital and private equity funds
      • Subordinated and mezzanine debt funds
      • Secured lenders

       

      TEAM

      Our emerging business and venture capital team includes Chambers-ranked attorneys in mergers and acquisitions, private equity, and securities law. Collectively, they have a diverse range of experiences, from business planning and capital-raising to initial public offerings and management buyouts. Our most seasoned attorneys have prior professional experiences as entrepreneurs, in-house counsel, and certified public accountants that give them insight into the needs of clients, and they are frequently asked to speak to the media and deliver academic lectures on venture capital, entrepreneurship, and related legal topics.

      In this fast-paced, hyper-competitive field, timing is everything. That is why Cozen O’Connor attorneys are responsive to clients around the clock. We understand the costs of delay and share our clients’ sense of urgency. Regardless of how complex the matter or how late the hour, when opportunities or problems arise, our attorneys are available to provide clear legal guidance.

      Experience

      Represented eight venture funds in the sale of American WholeHealth, Inc., a portfolio company, for approximately $40 million.


      Handled a closing for a $6 million equity raise (and simultaneous restructuring of debt) for Market Science, Inc, a leading edge health care information technology company. The equity investors included Edison Venture funds, Honeywell International, Inc. Master Retirement Trust, Zurich American Insurance Company and Phoenix Life Insurance Company, all existing investors.


      Represented TL Ventures V, L.P. in connection with its $9.0 Million Series A-D Preferred Stock investment in Mismi, Inc., a provider of an optimization-based portfolio matching securities trading platform, as well as in connection with the spin-off of Mismi, Inc. from Axioma, Inc.


      Handled a series of transactions for a group of investors who purchased a substantial interest in Sivox Holdings, LLC, a customer call center training company. The transactions included the acquisition of an online training company servicing financial institutions and on the closing of a senior secured financing to finance the acquisition.


      Handled a $10 million Series B financing for Aria Systems, Inc. by Hummer Winblad and Venrock Associates, two of the largest venture capital funds in the United States.


      Handled TL Ventures purchase of $5 million of preferred stock of Square 1 Financial, Inc., a holding company and sole owner of Square 1 Bank, a commercial bank that provides banking service to venture capital funds and emerging growth companies.


      Represented Morphotek, Inc., a biotech company, from his introduction of the principals to the angel investors who invested $2 million to over $40 million of venture capital financings from a group of prominent venture funds, including S.R. One, Limited, Forward Ventures, China Development Industrial Bank, Rock Maple Ventures, Burrill & Co., CB Health Ventures, and Flagship Ventures. Subsequently handled the $350 million acquisition of Morphotek by Japanese health care research and development firm ESAI Corporation.


      Represented the principal owners of Sun Bank in connection with their $30 million PIPE investment in Sun Bank, as part of a $100 million aggregate investment led by Wilbur Ross, the billionaire fund manager.


      Represented NewSpring Ventures II, L.P. in connection with its $4 million Series B Preferred Stock investment in Exegy Incorporated, a provider of ultra-high performance computing appliances that process and enhance market data for financial organizations.


      Assisted a prominent local venture capital fund, New Spring Ventures, in connection with its acquisition of a controlling interest in Network Communications Technologies, Inc., a North Carolina-based IT services firm, along with the related $5 million financing.


      Representation of our client, the Brown family, in connection with their $30,000,000 investment in Sun Bank, the largest bank in New Jersey, as part of a $100,000,000 aggregate investment led by Wilbur Ross, a billionaire fund manager.


      Represented SIG Growth Equity Fund II, LOLL in the acquisition of a large minority stake in Votive, LLC, successor to Votive, Inc., an internet company.


      Represented Portico Systems of Delaware in its acquisition by McKesson Health Solutions, a subsidiary of McKesson Corporation (15th on the FORTUNE 500), for approximately $90 million. We represented this company since its formation and through multiple transactions, including several investments by Safeguard Scientifics and Edison Venture Fund.


      Represented Folio Dynamics, Inc. in connection with its approximately $17 million Series B financing. The investors were ABS Capital Partners VI, LP, Edison Venture Fund VI, Cambrian Associates and Velocity Venture Holdings, LLC.


      Represented TL Ventures VII, LP in connection with its $5 million preferred equity investment in Square 1 Financial, Inc., a holding company and sole owner of Square 1 Bank, a commercial bank that provides banking service to venture capital funds and emerging growth companies.


      Represented a privately held high technology company in obtaining $8 million of preferred equity financing ($4 million investment from a multinational corporation and $4 million from a private equity fund).


      Represented a network integration and consulting startup company in obtaining a $50 million preferred equity investment from a private equity fund.


      Represented Beachbody, LLC, a leading marketer of health and fitness programs and products (i.e, P90X, Insanity,) in the growth capital investment by LNK Partners.


      Attorneys

      Joseph C. Bedwick Member Philadelphia (215) 665-4753
      Richard J. Busis Of Counsel Philadelphia (215) 665-2756
      Gregory P. Cunningham Member Philadelphia (215) 665-7245
      Thomas A. Decker Vice Chairman Philadelphia (215) 665-4684
      Mark M. Dugan Associate Philadelphia (215) 665-2191
      Steven N. Haas Vice Chair, Corporate Practice Group West Conshohocken (610) 832-7441
      Michael J. Heller Chief Executive Officer Philadelphia (215) 665-4141
      Larry P. Laubach Chair, Corporate Practice Group Philadelphia (215) 665-4666
      Anne M. Madonia Member Philadelphia (215) 665-7259
      David S. Nelson Member Philadelphia (215) 665-2000
      David S. Petkun Member Philadelphia (215) 665-4634
      Tracy Sheridan Reyle Member Philadelphia (215) 665-4665
      E. Gerald Riesenbach Member Philadelphia (215) 665-4159
      Andrew M. Ross Chair, China Practice New York (212) 883-2229
      Jason M. Shargel Member Philadelphia (215) 665-6914
      Carl Weiss Member West Conshohocken (610) 941-2346

      Publications


      Summer 2012 [Business Law Observer]

      July 01, 2012

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      Events & Seminars

      Satellite Quorom presents: Coffee & Counsel Philadelphia, PA 04/18/2013
      PACT Industry Series Event Cybersecurity: Protecting Sensitive Information West Conshohocken, PA 01/30/2013
      Big Thinking: The Moment for Entrepreneurship is Now Philadelphia, PA 04/28/2010

      In The News

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      Related Practice Areas

      Business/Corporate

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