VENTURE CAPITAL, PRIVATE EQUITY, AND FUND RAISING.

Muscarello Law is experienced in the formation, structuring, and organization of venture capital, private equity, hedge fund, mezzanine finance, real estate, and other pooled investment vehicles. Additionally, that experience also extends to representing early-stage, privately-held businesses that are seeking investment, financing, and strategic partners. Having represented both ends of the transaction, Muscarello Law is experienced and knowledgeable in the requisite elements that compose such deals.

Experience includes drafting and negotiating:

• Security laws registration and exemptions thereto.


• Private placement memorandums.


• Terms sheets and presentations.


• Limited partnership, shareholder and operating agreements.


• Subscription agreements and investor qualification questionnaires.


• Stock Purchase Agreements, Shareholder Agreements, Investor Rights Agreements and Voting Agreements.


• Preferred, anti-dilution, pre-emption, registration rights and liquidation preferences.


• Warrant and option agreements.


• Carried-interest, deferred compensation, operating expenses, IRR, and tax consequences understood and explained.