Venture Capital & Private Equity Counsel for Investors, Owners, and Portfolio Companies
Private equity transactions combine acquisition terms, financing, governance, management incentives, and the future exit in a single deal. Sutter Law represents private equity investors, family offices, independent sponsors, portfolio companies, and business owners in acquisitions, growth investments, recapitalizations, and exits. For companies raising venture capital, from seed rounds through Series B and later, see our Startup & Growth Financing practice.
Our approach is designed for lower and middle-market transactions where clients want experienced transaction counsel directly involved in the work.
Platform and Add-On Acquisitions
We represent buyers in platform acquisitions and tuck-in transactions, from letter of intent and diligence through purchase agreement, disclosure schedules, ancillary documents, and closing. For add-ons, we also address how the acquired business will integrate into the existing portfolio structure. Learn more about our M&A practice.
Minority and Growth Investments
Not every private equity investment transfers control. We advise on minority and growth investments involving preferred equity, governance rights, consent rights, information rights, liquidity provisions, and negotiated exit protections.
Recapitalizations
Recapitalizations can provide owner liquidity, bring in a new investor, reorganize the capital structure, or position a company for future growth. We help structure the equity, rollover, governance, and closing documentation and coordinate with tax and financial advisors.
Management Equity, Rollover, and Incentive Plans
Management participation is often central to a PE transaction. We negotiate rollover equity, incentive equity, vesting, repurchase rights, restrictive covenants, and change-of-control treatment so the post-closing economics are clear. Executives can also turn to our executive compensation practice for related employment terms.
Portfolio Company Outside Counsel
After closing, portfolio companies need ongoing support with contracts, governance, executive matters, add-on acquisitions, equity, privacy, and other operating issues. We can serve as outside counsel between transactions and scale up for larger matters.
Exit Planning and Sale Processes
We help portfolio companies prepare for sale by cleaning up corporate records, capitalization, IP, material contracts, employment matters, and other diligence items, then represent the company or owners through LOI, diligence, definitive documents, and closing.
Counsel for Owners Taking PE Investment
For owners, a PE transaction may involve selling only part of the business, rolling equity into a new holding company, accepting new governance restrictions, and signing employment or incentive arrangements. We review the transaction as a whole so owners understand both what they receive at closing and what they continue to own afterward.
Why Companies Choose Sutter Law
Experienced Business Counsel
Our attorneys work on the corporate, financing, commercial, and transaction issues that arise as private companies grow, allowing related issues to be handled in a coordinated way.
Direct Attorney Involvement
Clients work directly with the attorneys responsible for the matter. The team is structured to keep senior lawyers involved rather than passing routine responsibility through multiple layers.
Bay Area and California Focus
We serve companies, founders, investors, and owners throughout the Bay Area and California, while regularly handling matters involving Delaware entities, national counterparties, and international operations.
Practical, Transaction-Oriented Advice
We focus on the legal issues that affect economics, control, timing, and execution, and coordinate with tax, accounting, financial, and other advisors when a matter crosses disciplines.
Frequently Asked Questions
What is rollover equity?
Rollover equity is the portion of an owner’s value that is reinvested into the buyer or post-closing company rather than paid entirely in cash. Its rights, valuation, dilution exposure, and liquidity terms should be reviewed carefully.
What is an add-on acquisition?
An add-on is an acquisition made by an existing portfolio company or platform to add products, customers, geography, talent, or scale.
Do you represent business owners selling to PE firms?
Yes. We represent owners and companies negotiating sales, recapitalizations, rollover equity, management incentives, and post-closing governance, subject to conflict checks.
What should management review in a PE deal?
Key issues often include rollover equity, incentive grants, vesting, repurchase rights, employment terms, restrictive covenants, termination treatment, and rights on a later exit.
Can you stay on as portfolio company counsel after closing?
Yes. We can provide ongoing outside general counsel support and handle contracts, governance, equity, employment, acquisitions, and other corporate matters as they arise.
Venture Capital & Private Equity Legal Resources from the Sutter Law Blog
Our attorneys publish practical guidance on corporate, financing, transaction, employment, privacy, intellectual property, and business-law issues. Recommended reading:
- M&A Term Sheet 101: Key LOI Terms
- Top 10 Due Diligence Requests for an M&A Purchase
- Demystifying M&A Indemnification Holdbacks
- Top Reasons for Delayed Closings in M&A Deals
- Section 1202 QSBS for Founders in an M&A Deal
- Employee Retention Bonuses During M&A
- Section 280G and Golden Parachutes
- What Is Venture Capital?
- Venture Capital Investments and Form D
- Investor Due Diligence: What Comes After the Deal?
Ready to Talk?
Investing, acquiring, or taking PE capital? Schedule a consultation or call 415-341-2888.