Overview

The Law Offices of Andrew A. Hecht is a business law practice based in San Francisco, CA. It was founded by Andrew Hecht, a corporate lawyer and entrepreneur who has many years of experience in the legal and technology fields. The Law Offices of Andrew A. Hecht provides a broad range of legal services to businesses and their investors.

We understand the need for clients to have cost certainty about the services provided, and we will work with you to structure solutions that address both your legal and financial needs.

If you have any questions about whether we may be able to help you, please contact us.

Emerging Companies

Whether you are building your company to sell it, create a lifestyle business, or ultimately to take it public, it is critical to establish a solid legal foundation. We will help you understand the tradeoffs that arise when you launch your business, and going forward we will assist you in maintaining a high level of compliance with legal obligations so that your company is in the best possible shape to finance it, bring in new shareholders, and eventually, to exit.

As an entrepreneur himself, Andrew Hecht understands the business needs and demands of emerging companies. We deliver value beyond legal services alone.

If you are working with co-founders, we will help you structure the relationship in a way to maximize the long-term prospects of the business by clearly defining ownership terms and conditions, using tools like:

  • Shareholder agreements
  • Vesting arrangements
  • Buy-sell agreements
  • Stock restriction agreements
  • Voting agreements
  • IP assignment and license agreements.

When you are ready to raise equity capital, take on debt through a line of credit or bridge loan, or to structure deferrals of your commercial payment obligations, we will help you negotiate a smooth and successful financing that preserves your control over the business. We strongly believe that part of building a solid foundation for your business is ensuring compliance with applicable securities laws, and we will help you structure private offerings pursuant to one or more of the exemptions available under federal and state law.

We do the heavy lifting on the legal side so you can put 100% of your energy into developing your products and services. Importantly, we will work with you to define a solution that gets you the services you need and with cost certainty.

Investor Representation

Investing in a private company is a unique opportunity with tremendous risks and potential rewards. There are no "standard" terms, and market practice continuously evolves. Experienced angel investors and venture capitalists understand that quality legal advice is key to negotiating appropriate investor rights and protections.

We work with a spectrum of investors, including repeat players like angel investors and venture funds, as well as one-off investors like friends or family members who are investing to support an entrepreneur they believe in. Our expertise spans a broad range of early stage investment transactions, including:

  • Seed financings
  • Convertible notes and securities
  • Preferred stock investments (Series A, Series B, etc.)
  • Common stock investments
  • LLC membership interest investments
  • Warrants
  • Stock options and profits interests
  • Bridge loans
  • Term notes

If requested, we may also perform limited legal due diligence on the target company, so you can understand more clearly the legal and structural risks related to your investment. Our services scale with the size of your investment and your comfort level, and we will work with you at every step to understand your investment goals and concerns.

Software & Cloud Services

We have special expertise in working with software companies. Andrew Hecht's background includes almost a decade as a software developer and software entrepreneur. This experience lets us understand software businesses and the software development process from an insider's perspective. We represent companies in all manner of software related transactions, including:

  • Software development agreements
  • Offshore software development arrangements
  • Cloud service agreements and licensing
  • Software licensing
  • Website-related liability management
  • Data security and privacy matters

Mergers & Acquisitions

Andrew Hecht has years of experience completing mergers & acquisition transactions at the highest level, including:

  • Takeovers (public and private companies)
  • Private equity investments
  • Minority investments (including PIPEs)
  • Joint ventures
  • Shareholder buyouts

Our philosophy is that all corporate legal work should be undertaken with the goal of putting the business owners in the best possible position to realize an optimal return on their investment. This means looking through a lens at all times to anticipate how a future acquirer might view the business, its legal structure, its contracts and operations.

If you are looking to acquire a business, we can assist you with the legal due diligence process, the negotiation and drafting of the transaction agreements and the financing for the acquisition.

If you are looking to sell your business, we can help you to prepare your business for sale, to manage an efficient and confidential sale process, to negotiate and draft the transaction agreements and to close the deal.

International Transactions

Whether you are a U.S. business looking to sign a deal with a company outside the United States, or a non-U.S. company looking to do business in the United States, there are a number of legal, cultural and logistical hurdles for you to clear.

Andrew Hecht has done business throughout Latin America and Asia. He speaks Spanish and Japanese, and has spent much of his legal career helping U.S. businesses invest in or acquire companies based outside the United States. The Law Offices of Andrew A. Hecht will help guide you through the intricacies of a cross-border transaction, partnering with appropriate local counsel as needed to protect your interests.

Private Equity

Private equity investments are uniquely complex due to the nature of the funds, their investors, the acquisition financing, management participation opportunities and other factors. Andrew Hecht has represented the largest and most sophisticated private equity funds in the world in connection with their U.S. and international investments.

We deliver the quality and round-the-clock service of a large law firm with the direct access and efficiency of a boutique practice. If you are a small-cap private equity fund looking to acquire a portfolio company or do an add-on acquisition, or a larger fund looking to supplement your portfolio companies' M&A teams with a private equity savvy advisor, please reach out and discuss how we may be able to help you.

If you are a senior executive whose company is being acquired or restructured by a private equity owner, we can help you understand the highly complex terms of your cash and equity compensation, including the risks and tradeoffs involved in negotiating your new package.

Crowdfunding & JOBS Act

The passage of the JOBS Act in April 2012 promised to usher in a revolution in financing opportunities available to emerging companies. Private companies may now raise money through general solicitation (i.e., using public websites, videos and other forms of public advertising). Read more about general solicitation offerings here. In the coming months, we expect final rules to be issued permitting equity and debt crowdfunding, and up to $50 million to be raised in public offerings pursuant to a new Regulation "A+". These new types of offerings present incredible opportunities for intrepid emerging companies, but they also present new risks.

Andrew Hecht has had a front-row seat in the JOBS Act space. In September 2013, he was issuer counsel for the first-ever general solicitation offering launched in the United States, which was advertised throughout the country using live webcasts, press releases and interviews. Prior to that, he was a co-founder and the first Chief Legal Officer of one of the earliest companies to announce its intention to enter the post-JOBS Act crowdfunding industry.

For thoughts on how to enter the equity and debt crowdfunding business today, prior to the finalization of the Title III rules, see Andrew's article "Crowdfunding Right Now: Alternatives to Title III of the JOBS Act" published by the Practical Law Company.