Guiding businesses down the best path

Our practice focuses on successfully addressing the needs of emerging companies.

Enterprise Law Group has an outstanding reputation for expertise in legal and business matters affecting emerging Silicon Valley companies, their founders and their investors. Our clients come from this area’s major business sectors and technology fields. We also serve non-technology companies, particularly in connection with mergers and acquisitions.

Our practice emphasizes company formation, financing, operations, strategic relationships, licensing, intellectual property matters, general business transactions, mergers and acquisitions, and dispute resolution. We regularly help foreign companies migrate to Silicon Valley.

We have a network of valuable business contacts and an exceptional track record
of successful introductions for our clients.

We provide informational papers on a wide variety of matters. Please contact us for details.

Areas of Practice

We represent buyers, sellers and their owners, investors and management. This includes all varieties of acquisition transactions (mergers as well as purchases and sales of stock and assets in exchange for cash and securities). This can involve public, private, foreign, and domestic parties.

  • Mergers, stock purchases, asset sales, and stock swaps
  • Public and private parties
  • Foreign and domestic parties
  • Roll-ups and spin-offs
  • Private equity transactions and leveraged buyouts
  • Acquisitions out of bankruptcy
  • Re-organizations, re-incorporations, and restructurings
  • Representation of buyers, sellers, management, and shareholders
  • Investment banking agreements
  • Letters of intent and confidentiality and no shop agreements
  • Deal structuring, documentation, and negotiation
  • Acquisition agreements, non-competition, consulting and other related agreements
  • Due diligence, including investigation, document production, and review
  • Approvals and consents, including board, shareholder, third party, and governmental
  • State and federal securities law compliance

Read more:

Selling a Business

We have an active practice helping foreign businesses enter the United States market. This includes setting up U.S. sales offices and subsidiaries and acquiring U.S.-based businesses. We also help foreign companies reorganize as U.S. entities (a process known as “flipping up”), relocate headquarters to the U.S., and raise capital from U.S. financing sources. Many of our clients have roots in Australia, the EU, Asia, Canada, and more.

Additionally, we advise on a range of operating matters, including sales, licensing, and other commercial transactions; creation of standard forms; corporate housekeeping matters; and management of equity incentive plans. We also represent or have relationships with a range of U.S. and foreign investment banking, private equity, and venture capital firms, as well as other sources of funding.

We actively make introductions to our clients who are seeking financing or acquisition. We have a network of valuable business contacts, including funding sources, customers, vendors, consultants and professionals.

Read more:

US Market Entry: Opening a Branch Office or Subsidiary

We mentor, guide, and advise entrepreneurs as they build their core team, raise capital, establish strategic relationships with vendors and customers, and mature the business. The goal of our practice is to significantly and positively impact their success.

Representative areas in which we serve company founders are:

  • Avoiding conflicts with previous employers
  • Company formation and incorporation
  • Issuance of founder stock and vesting arrangements, such as restricted stock purchase agreements
  • Executive agreements
  • Employee equity incentives and stock option plans for key employees and staff
  • Confidential information and invention assignment agreements
  • Intellectual property protection
  • Equity, convertible debt, and warrant financing, including seed, bridge, and venture rounds involving angel, venture capital, and strategic investors
  • Issuance and transfer of securities and state and federal securities law compliance
  • Consulting and non-disclosure agreements
  • Re-organizations, re-incorporations, and restructurings
  • Management carve-outs
  • Commercial loans, including venture leasing and accounts receivable and asset-based lending
  • Strategic partnering and joint venture
  • Commercial relationships, including sales, licensing, manufacturing, OEM, distribution, reseller agreements, and letters of credit
  • Web site terms of conditions of use and privacy policies
  • Corporate governance, including board and shareholder meetings, voting, proxies, and consents
  • Standard forms, including confidential information and invention assignment agreements, terms and conditions of sale, and employment offer letters

When entrepreneurs are seeking funding, we can assist with Venture Capital financing including:

  • Term sheets
  • Preferred stock, convertible debt, and warrant financing
  • Seed, bridge, and venture rounds
  • Representation of issuers
  • Representation of foreign and domestic venture, angel, and strategic investors
  • Preferred stock purchase, note purchase, and warrant purchase agreements, and ancillary agreements and documents
  • Investor rights agreements, including registration rights agreements
  • Management rights agreements
  • Voting agreements
  • Charter documents
  • Reorganizations, re-incorporations, and restructurings
  • Management carve-outs
  • Issuance and transfer of securities
  • State and federal securities law compliance
  • Compliance with reporting and disclosure requirements for foreign investors
  • Due diligence, including production, investigation, and review
  • Disputes re cram-downs and wash-out financings
  • Disputes re preemptive rights, rights of first refusal, and participation rights
  • Disputes involving investors, shareholders, founders, directors, and management
The firm’s clients are involved in Silicon Valley’s major industries, including the following:

  • Venture Capital
  • Private Equity
  • Information Technology, Computers & Telecommunications
  • Mobile (including Transactions, Payments, Devices, Infrastructure, & Carriers)
  • Internet, E-Commerce & Consumer
  • Social Media
  • Cloud & Virtual Computing
  • Security
  • Software & Services
  • Database Management Systems & Data Storage
  • Data Analytics
  • Clean Technology & Energy
  • Semiconductor & Systems
  • Contract Manufacturing
  • Hardware
  • Electronics
  • Banking & Financial Institutions
  • Health Science

Representative Transactions

I was introduced to the law firm to advise us on the successful sale of our European business to an American buyer, and we have worked together ever since. They now assist us and our portfolio companies on their US activities. Their knowledge of the Silicon Valley, its players and business practices is extraordinary. In addition to their advice they have been very generous in providing introductions to their talented network, which has also been very valuable to us. It is such a pleasure to work with this group.
Markus Wagner, Founder and Chairman, i5invest capital and Managing Partner of i5growth; Investment Banker, Venture Capitalist, Entrepreneur, Board Member
Austria, Europe and Silicon Valley
Focus. With a big firm you bounce from lawyer to lawyer to find the right expertise. With Wayland, Nelson and their team you are always in the right hands from the beginning, so that you can sit down, explain the problem and get on to solution immediately. It is night and day easier to complete a focused project like a flip up or an international M&A transaction with them. I love working with these seasoned professional because they have the experience, expertise and motivation to get things done properly, efficiently and expeditiously.
Dr. Tom Rice, Executive in Residence at Plug and Play, Mentor at MIT Stanford, German American Accelerator, advisor to Thiel Fellowship, Venture Capitalist, Entrepreneur, Board Member, Technical Advisor
Silicon Valley
We have worked with these attorneys for a long time. Not only are they superb lawyers, they understand the unique dynamics of early stage technology companies and the challenges they face breaking in to the US market place. They assisted us in connection with the sale of our technology business to a US buyer, which at the time was one of the largest M&A deals involving a privately held Austrian start-up. We hope that one of our portfolio companies will break that record and that Wayland, Nelson and their team will assist us again when that happens.
Oliver Holle, Founder and CEO, SpeedInvest; Investment Banker, Venture Capitalist, Entrepreneur, Board Member
Austria, Europe and Silicon Valley
We are very grateful for the superb representation we received with the sale of the company, but most importantly, we appreciated the way in which it was delivered. Thorough, professional and with a great deal of humanity. That last aspect we have always treasured in our personal and professional relationships. That certainly explains why working together was such pleasure.
Fred Betke, President and Founder, Delta Pacific Products, Inc., Silicon Valley
I would not personally go through a transaction without Wayland’s oversight and expertise. I can give numerous examples of his prowess. In addition to a brilliant legal mind, he always makes it personal.
Kurt Klein, CEO, DataEndure, Silicon Valley
These are rare lawyers who first ask, “What’s the business objective?” They then deliver strategic advice that all CEOs, and especially start up CEOs, so urgently need in order to manage their business and goals. Once the strategy is settled, Wayland, Nelson and their team make the legal part easy.
Dr. Larry Marshall, CEO, CSIRO (Commonwealth Scientific and Industrial Research Organization of Australia) Venture Capitalist, Entrepreneur
Sydney, Australia
These are my go to attorneys on US legal matters. We have worked together on commercial matters, flip-ups, venture capital financings and acquisitions. They are a very talented group and know how to navigate Silicon Valley. Their guidance and judgment have been indispensable to me over the years. They are also a lot of fun to work with, which I put a premium on.
Matt Barrie, Chief Executive and Founder of, Ernst & Young Technology Entrepreneur of the Year, News Limited Technology Entrepreneur of the Year, LinkedIn Influencer
Sydney, Australia