Venture Capital and Private Equity Opinions of Counsel
Scope, Assumptions and Qualifications, Due Diligence, Opining on Delaware Matters
Course Details
- smart_display Format
On-Demand
- signal_cellular_alt Difficulty Level
- work Practice Area
Banking and Finance
- event Date
Wednesday, August 11, 2021
- schedule Time
1:00 p.m. ET./10:00 a.m. PT
- timer Program Length
90 minutes
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This 90-minute webinar is eligible in most states for 1.5 CLE credits.
This CLE course will discuss the preparation of opinion letters and the opinions typically provided by counsel in venture capital and private equity transactions. The panel will review the common elements of an opinion letter, including assumptions and qualifications, and outline common practices relating to the scope of the opinions and the diligence undertaken to issue the opinions.
Mr. Bidwell is the co-chair of the Firm’s Opinions Committee. His practice is focused in the areas of international asset financing, banking, structured finance and insolvency. He represents lessees, lenders, developers, owners, underwriters and equity investors in infrastructure transactions. In addition, he represents major banks, domestic and foreign corporations, investment banks, and domestic and foreign lenders in a broad spectrum of financial transactions.
Mr. Santucci chairs the Firm's Capital Markets Group and co-chairs the REITs and Real Estate M+A Group. He focuses primarily on public and private securities offerings, corporate governance, securities law compliance, cross-border transactions, and mergers and acquisitions. In his active cross-border transactional practice, he regularly advises U.S. clients in outbound investments, international joint ventures and M&A, and is particularly attuned to the multi-jurisdictional issues that arise in cross-border investments, strategic alliances and business combinations.
Ms. Chin is a senior lawyer in corporate and commercial financing, with an emphasis on asset-based financing transactions. Clients have benefited from her experience in capital markets, project financing and leveraged leases, these include placement agents, issuers, lenders, lessees, lessors and equity investors. Such clients seek Ms. Chin's advice on leases involving aircraft, oil-drilling equipment, satellites and other equipment, and in projects involving cogeneration, waste-to-energy, alternative energy, hydroelectric and manufacturing facilities.
Mr. Zeberkiewicz focuses his practice on complex transactional matters involving Delaware corporations, including mergers and acquisitions, corporate governance, and corporate finance.
In venture capital financings and private equity investments, investors want to know that the company's formation, corporate governance, and capitalization are in order and that the company has duly authorized and executed, and has the legal authority to enter into, the proposed transaction. The opinion of counsel often confirms these matters.
A well-crafted opinion letter describes the scope and limitations of the opinions set out therein and sets out the factual (and sometimes legal) assumptions on which the opinions are based as well as qualifications to the opinions expressed. The content of an opinion letter depends in significant part on investigations performed by the opinion giver. Due diligence required to render an opinion often includes reviewing the company's corporate and capitalization records, material contracts, relevant statutes, and perhaps case law.
Whether the transaction requires an opinion letter and if so, the scope of the opinion, are subject to negotiation by the parties. The answer may depend on the history, size, and complexity of the business seeking investment and the nature and extent of the investment. As to many opinions involving Delaware law, non-Delaware lawyers often limit those opinions to a review of relevant statutory law and exclude case law.
Listen as our authoritative panel of finance attorneys discusses preparing and providing opinion letters in venture capital and private equity transactions.
- Considerations regarding when opinion should be required and what matters to address
- Scope of the opinion: addressees and reliance
- Authority opinions
- Formation and valid existence
- Entity power
- Authorization, execution, and delivery
- No required consents, authorizations, or approvals; no litigation
- Qualifications and assumptions
- Enforceability opinions and exceptions
- Delaware opinions
- Sources for opinion practice and customary practice
The panel will review these and other important issues:
- When should an opinion be required in venture capital financing? A private equity investment?
- What resolutions and certificates should counsel require to back up its opinion?
- What are standard assumptions and qualifications, and to what extent are they negotiated?
- Common practices relating to opinions on Delaware law by non-Delaware counsel.
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