Corporate, Securities and M&A

Venture Financing and M&A Counsel | New Jersey Corporate and Securities Lawyer 

Capital raises, private placements, venture financing, acquisitions and exits for New Jersey emerging growth companies, with attention to AI diligence and disclosure.

Capital is available to companies that are ready to be examined

A financing or a sale is a period of concentrated scrutiny. Investors and buyers are not evaluating the pitch. They are evaluating whether the company is what the pitch described, and whether the paper supports it. Deals that lose momentum usually lose it in diligence, over items that were fixable a year earlier.

I represent companies and investors through that process, and I chair the New Jersey State Bar Association committee on venture capital, emerging growth technology companies and angel investors, which means I see both sides of these deals regularly.

Raising capital is a securities transaction before it is a fundraising event

Convertible notes, SAFEs, priced preferred rounds, private placements and alternative structures each carry exemption requirements, investor qualification rules and disclosure obligations. Informality at the early stage produces problems that a later underwriter or acquirer will find.

Financing work includes:

  • SAFEs, convertible notes and bridge financings
  • Seed and Series A preferred stock rounds
  • Private placements and Regulation D compliance
  • Term sheet negotiation and cap table modeling
  • Investor rights, protective provisions and board composition
  • Crowdfunding and alternative capital structures
  • Debt facilities, asset-based lending, project financing and loan workouts

What you told investors about your AI can become the securities issue

Enforcement authorities have treated exaggerated AI claims in decks and investor materials as fraud rather than optimism. The same statements later reappear in acquisition representations.

I review AI-related representations before they go out, align product claims with what the technology does and build the substantiation file that supports them. See AI Governance and Compliance.

In an acquisition, diligence shapes the price

I handle stock and asset acquisitions, divestitures, spin-offs, joint ventures, strategic alliances, recapitalizations, leveraged buyouts and succession transactions, on either side. That includes letters of intent, diligence management, purchase agreement negotiation, representation and warranty allocation, escrow and earnout terms, and closing mechanics.

For technology and AI-enabled targets, diligence extends past the financials to intellectual property chain of title, training data rights, model and vendor dependencies, open source compliance and the accuracy of the target’s own product claims. Those findings tend to move price or indemnity terms rather than end deals.

Governance is what a buyer reads first

Minute books, consents, equity records, option grants and board approvals either tell a coherent story or they do not. I clean up governance before a transaction and maintain it afterward, so the next round or the next buyer starts from a clean file.

Related work

Raising, buying or selling this year? Start before the term sheet.

alan@waltercounsel.com • 973-937-8636 • Send a message