Venture Capital and Private Equity Opinions of Counsel
Scope, Assumptions and Qualifications, Due Diligence, Opining on Delaware Matters
Recording of a 90-minute premium CLE video webinar with Q&A
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.
Outline
- 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
Benefits
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.
Faculty
J. Truman Bidwell, Jr.
Partner
Sullivan & Worcester
Mr. Bidwell is the co-chair of the Firm’s Opinions Committee. His practice is focused in the areas of... | Read More
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.
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Sylvia Fung Chin
Partner Of Counsel
White & Case
Ms. Chin focuses her practice on corporate and commercial financing, with an emphasis on asset-based financing... | Read More
Ms. Chin focuses her practice on corporate and commercial financing, with an emphasis on asset-based financing transactions. She has significant experience in capital markets, project financing and leveraged leases, these include placement agents, issuers, lenders, lessees, lessors and equity investors. Her clients seek her 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.
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Ettore A. Santucci
Partner
Goodwin Procter
Mr. Santucci chairs the Firm's Capital Markets Group and co-chairs the REITs and Real Estate M+A Group. He... | Read More
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.
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John Mark Zeberkiewicz
Director
Richards Layton & Finger
Mr. Zeberkiewicz focuses his practice on complex transactional matters involving Delaware corporations, including... | Read More
Mr. Zeberkiewicz focuses his practice on complex transactional matters involving Delaware corporations, including mergers and acquisitions, corporate governance, and corporate finance.
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