Profile
Experience, Background and Education
My practice is focused on technology and other early stage ventures, such as software, biotech, energy and food-related companies, with a particular focus on those with a triple bottom line or socially responsible focus. My more than 30 years of diversified legal experience, coupled with my experience as co-founder and general counsel of a number of rapidly growing technology companies, investment funds and other startups, make me well-suited to act as a virtual general counsel to my clients, guiding such enterprises through the complex legal and regulatory environment of the United States and abroad, and in all stages of growth, from founding to IPO.
During my large law firm days, I ran numerous complex mergers and acquisitions and financing transactions with and for a number of Fortune 100 companies and private equity clients worldwide - including GE Capital, Continental Airlines, Texas Pacific Group, AOL, AOL Latin America and Alloy, Inc. - bringing to the table an ability to negotiate business-critical deals with efficiency and skill. During the latter stages of my large law firm days, I focused primarily on venture capital transactions representing both companies and investors, as well as assisting the aggressive growth by acquisition strategy of several active publicly traded technology and e-commerce companies. When this legal experience is coupled with my entrepreneurial activities and experience , I believe I am particularly able to understand the practical challenges of running a business and well versed in tailoring my advice to enable my clients to best address those challenges.
During my large law firm days, I ran numerous complex mergers and acquisitions and financing transactions with and for a number of Fortune 100 companies and private equity clients worldwide - including GE Capital, Continental Airlines, Texas Pacific Group, AOL, AOL Latin America and Alloy, Inc. - bringing to the table an ability to negotiate business-critical deals with efficiency and skill. During the latter stages of my large law firm days, I focused primarily on venture capital transactions representing both companies and investors, as well as assisting the aggressive growth by acquisition strategy of several active publicly traded technology and e-commerce companies. When this legal experience is coupled with my entrepreneurial activities and experience , I believe I am particularly able to understand the practical challenges of running a business and well versed in tailoring my advice to enable my clients to best address those challenges.
•Venture and Startup Experience. Company counsel on more than 200 venture capital transactions with an aggregate dollar value in excess of $1 billion. Investor counsel on more than 50 venture capital and private equity transactions with an aggregate dollar value in excess of $350 million. Primary outside counsel to numerous startups in a wide variety of industries, including traditional software, SaaS, analytics, payments, biotech, organic food production and distribution, e-commerce, remote health care and telecommunications.
•M&A Experience. Lead counsel on more than 100 public and private M&A transactions, ranging in size from $250,000 to over $5 billion, over a broad range of industries, including SaaS and other software services, fintech, internet retailers, airlines, biotech, financial services, satellite services and coal and mining companies.
•Public and private securities offerings, including IPOs. Lead counsel on numerous Reg D offerings, PIPE transactions, registered follow-on equity offerings, 144A debt offerings and Reg S offshore equity and debt offerings, public-company spinoff and related public rights offerings.
•M&A Experience. Lead counsel on more than 100 public and private M&A transactions, ranging in size from $250,000 to over $5 billion, over a broad range of industries, including SaaS and other software services, fintech, internet retailers, airlines, biotech, financial services, satellite services and coal and mining companies.
•Public and private securities offerings, including IPOs. Lead counsel on numerous Reg D offerings, PIPE transactions, registered follow-on equity offerings, 144A debt offerings and Reg S offshore equity and debt offerings, public-company spinoff and related public rights offerings.
Current
- Founder - Graf Business Law, 2007-present
- SJK Energy Solutions, LLC - Co-Founder and General Counsel, 2017-present
- Product Lab, LLC and its portfolio companies (2011-present), including:
Product Lab, LLC - Co-Founder, General Counsel and Director
Ignitio, Inc. - General Counsel and Director
Worldeye Technologies, Inc. - General Counsel and Director
Frame Hero, Inc. - General Counsel and Director
Did That, Inc. - General Counsel and Director
Ignitio, Inc. - General Counsel and Director
Worldeye Technologies, Inc. - General Counsel and Director
Frame Hero, Inc. - General Counsel and Director
Did That, Inc. - General Counsel and Director
- Cultivate Ventures, LLC - Co-Founder and General Counsel, 2013-present
Prior
- CampusU, Inc., Leesburg VA, Director and Acting General Counsel, 2007-2008
- Katten Muchin Rosenman, LLP, Washington, DC, Partner, 2002-2007
- Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Washington, DC, Partner, 1998-2002
- SSE Capital, LLC, Silver Spring, MD, Co-Founder, COO and General Counsel, 1997-1998
- Arnold & Porter, LLP, Washington, DC, Associate 1986-1992, Partner 1992-1997
- Breed, Abbott & Morgan, NY, NY, Associate 1984-1986
Education
- Boston College Law School, J.D. cum laude, 1984
- University of Chicago, A.M. Social Science 1980
- University of Chicago, A.B. Political Science 1979
Publications
Should Companies Trade Goods And Services For Equity In Start-Ups? A Checklist For Potential Investors, The Metropolitan Corporate Counsel, November 1999.
Use of LLCs as Bankruptcy-Proof Entities
Widens, National Law Journal, April 10, 1995.
Title IX and Intercollegiate Athletics: Adducing Congressional Intent, 24
Boston College Law Review 1243 (1983)
Use of LLCs as Bankruptcy-Proof Entities
Widens, National Law Journal, April 10, 1995.
Title IX and Intercollegiate Athletics: Adducing Congressional Intent, 24
Boston College Law Review 1243 (1983)
Honors
Boston College Law Review
Staff Member, 1982-83
Articles Editor 1983-84
Staff Member, 1982-83
Articles Editor 1983-84
Contact Me
Representative Transactions
My recent transactional experience includes the following:
- Represented Worldeye Technologies, Inc. in connection with its $30,000,000 acquisition of Viral Launch, Inc. and $25,000,000 acquisition of Eventology Solutions, Inc.
- Represented NextCapital Group, Inc. in connection with its acquisition by The Goldman Sachs Group, Inc.
- Represented Market Share Technologies LLC, d/b/a HumanityCorp, in connection with a $20,000,000 investment by Presbyterian Health Systems.
- Represented Rhea Space Activity, Inc. in connection with its $5,000,000 Series A funding round.
- Represented Quickcode.ai, Inc. in a $2,000,000 Series Seed funding round led by Data Tribe.
- Represented Fisherman Technologies, Inc. in a $4,000,000 Series Seed funding led by Hill Creek Advisors.
- Represented Sara's Soup, Inc. in its conversion from an LLC to a corporation and a subsequent $2,250,000 Series A financing round led by Arborview Capital.
- Represented NextCapital Group, Inc. in its $42,000,0000 growth financing, comprised of a $12,000,000 Series D financing led by Oak HC/FT Ventures and a $30,000,000 term loan provided by FP Credit, the credit investment arm of Francisco Partners.
- Represented Cultivate Ventures, LLC in the formation and funding of a $7,000,000 Opportunity Zone fund.
- Represented Ursa Major Natural Care, LLC in its conversion to a corporation and a related $5,000,000 Series A-8 financing round led by Fenwick Brands.
- Represented NextCapital Group, Inc. its $30,000,000 Series C financing led by Oak HC/FT Ventures.
- Represented FE Partners, LLC in connection with a secured $7,500,000 loan to The Sequoia Presidential Yacht Group, LLC.
- Represented Equator Pure Health Ltd. in its $2,500,000 Series C financing.
- Represented Equator Solar, LLC in the sale of a 57MW solar photovoltaic project in Tuscon, AZ.
- Represented NextCapital Group, Inc. in its $16,000,000 Series B Financing led by Alliance Bernstein LP.
- Represented Armonia, LLC in investments in Belle Fourche, Carman Ranch Provisions, Five Acre Farms, Georgia Pastures I, Teton Waters Ranch, Waldan Local and others.