Thomas A. Allen

Bio

Tom leads the firm’s Emerging Companies and Venture Capital practice and is a member of the Investment Funds practice.  With over 20 years of experience, he advises entrepreneurs, startups, venture capital funds, and private equity clients across a variety of industries, with an emphasis on technology, life sciences, and healthcare.  Tom earned his B.A., cum laude, from Harvard University and his J.D., cum laude, from Harvard Law School.

Tom serves as outside general counsel to private companies at all stages of growth, advising on a wide range of matters, including the following.

• Formation: founder stock and initial capitalization, equity incentive plans, governing documents, stockholder agreements, invention assignment agreements, service provider arrangements, and LLC agreements
• Financings: SAFEs, convertible notes, preferred stock financings, secondary and exchange transactions, LLC interest issuances, founder loans, capital contributions, credit facilities, placement agent arrangements, offering document preparation, and securities law compliance
• Incentive Programs: equity incentive plans, stock options, restricted stock awards, and profits interests
• Corporate Governance: board and stockholder meetings, committee formation and oversight, fiduciary duty compliance, corporate approvals, protective provisions, and ratification processes
• Commercial Contracts: service provider arrangements, engagement letters, non-disclosure agreements, master service agreements, and other day-to-day commercial agreements
• Capitalization Management: day-to-day cap table management, pro forma and liquidity modeling, and securities transfers
• Liquidity Events: exit preparation, mergers, acquisitions, asset sales, stock sales, secondary transactions, dissolutions, and liquidations

Tom has extensive experience advising venture capital and private equity fund sponsors on fund formation, investments, and day-to-day operations and management.  Representative matters include the following. 

• Fund Formation: fund structuring, term sheet negotiation, general partner and management company organization, private placement memoranda, offering document preparation, SPV formation, regulatory compliance (including exemptions under the Investment Advisers Act of 1940, Investment Company Act of 1940, and ERISA), and securities law compliance
• Investments: deal structuring, term sheet negotiation, transaction document preparation and negotiation, investment incentives and penalties (including pay-to-play provisions), and ongoing portfolio company management (including exercise of approval rights, protective provisions, preemptive rights, and information rights)
• Incentive Programs: carried interest structuring, incentive plans, and regulatory exemption compliance (including key employee analysis)
• Fund Governance: governing document compliance, investment committee matters, LP advisory committee administration, LP reporting, and side letter management
• Liquidity Events: portfolio company exit document review and negotiation, and secondary sales

Practice Areas

Emerging Companies & Venture Capital

Our mission is to help build and finance innovative companies. With a team of dedicated, energized professionals, we have built a legal services engine for the emerging companies and venture capital market that is systematic, knowledgeable and efficient. 

Capital Markets

Our Capital Markets practice group assists clients with their most complex and challenging capital raising and corporate governance needs, leveraging the deep expertise of our attorneys and paralegals. We work with companies navigating every stage of the capital raising process, including advising issuers, underwriters, and other financial institutions on an all types of equity and debt capital raisings in a practical and highly responsive manner.

Investment Funds

The Investment Funds practice group is an interdisciplinary team of attorneys who focus on formation and management of private investment funds, and representation of fund sponsors, managers, advisers, and investors. We provide legal counsel in all relevant areas, including fund structure, tax planning, securities laws, internal ownership and control, regulatory, and other legal matters.

Mergers & Acquisitions

Our M&A practice group is composed of experienced transactional attorneys focused on handling the complexities of M&A transactions. We take pride in working closely with our clients at every stage of the process, from pre-transaction preparation and deal structuring in order to maximize value and minimize risk, through due diligence, to drafting and negotiating definitive agreements, and ultimately to closing and post-closing advice.