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Venture capital financing matters are legally complex. Whether acting as an investor acquiring an equity stake in an entity or a convertible note, or are a business raising funding, our attorneys experienced in business capitalization and financing are ready to assist. At Underberg & Kessler, we have a team of attorneys in Rochester, Buffalo, Canandaigua, and Geneseo who are experienced in private placement financing matters. Our attorneys will guide you throughout the process, taking action to pursue your goals throughout the transaction.

Considerations For The Company:

What Do I Need to Know?

The old adage holds true that the best time for a business to raise funding is when they don't need it. Whether seeking to raise funds in a Series Seed or Series A round, or in the form of a convertible note or SAFE round, we have the capability of assisting you by offering the following legal services:

  • Due diligence process

  • Capital structure analysis

  • Structuring the transaction terms

  • Creation of convertible note form

  • Creation of Simple Agreement for Future Equity (SAFE) instruments

  • Creation of investment term sheets

  • Review of investor term sheet modifications

  • Drafting a Restated Certificate of Incorporation

  • Guidance and execution of the closing process

Contact us here to speak to our attorneys about a capital raise-up matter.

Considerations For The Investor:

What Do I Need to Know?

Whether you are an individual angel investor or an investment fund, we understand the landscape of investing in Western New York startups and emerging growth companies. We use our experience in representing both investors and companies seeking investment by offering these legal services to investors seeking to make debt or equity investments:

  • Due diligence examinations

  • Financial analysis

  • Negotiation of investment terms and documents

  • Creation of convertible note agreements

  • Creation of Simple Agreement for Future Equity (SAFE) instruments

  • Creation of Series A term sheets

  • Review of term sheets and private placement memoranda

  • Guidance and execution of the closing process

Contact us here to speak to our attorneys about a investing matter.

Venture Capital Financing Experience

Our Experience in Western, NY and Beyond

•Represented a start-up company in negotiating and documenting its first round of investment from an institutional venture capital fund, its B-round investment from that same fund and others and a C-round private placement of securities.

•Represented an institutional venture capital fund as lead of three investors in structuring negotiating and documenting a $1.4 million investment in an early stage technology company.

•Represented an early stage venture-capital fund in its participation in an $8 million Series A Preferred Stock offering by a technology company. Our legal work involved negotiating the Term Sheet, Securities Purchase Agreement, Restated Certificate of Incorporation and ancillary closing documents, and then closing the transaction.

•Represented the shareholders of a closely held testing company in the negotiation and closing of an approximately $20 million stock purchase transaction with a private equity backed purchaser in the same industry. Documentation included in the stock purchase agreement, escrow agreement with a money center bank holding the indemnity escrow fund and lease agreement between the purchaser and an affiliate of the shareholders for the business real estate.

•Represented numerous early-stage companies in their respective offerings of Convertible Notes, Series Seed Preferred Stock, SAFE instruments and Series A Preferred Stock.


To learn more about our individual attorneys, please click on their picture to view their biography:

Steven R. Gersz

Steven R. Gersz

Rochester, NY

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