Mergers & Acquisitions 

At West PLC, our mergers and acquisitions practice is rooted in experience gained at leading international law firms, including Greenberg Traurig and Morgan Lewis & Bockius. There, our work focused primarily on buy-side representation of public companies, private equity firms, and privately held strategic acquirers.

We continue to represent public and private equity-backed buyers, and we also regularly advise on sell-side transactions involving complex capital structures and strategic outcomes. Representative matters include:

• Serving as co-counsel in the sale of a leading national real estate investment banking firm.
   
• Representing a homebuilder in its sale to a bank-financed leveraged ESOP.
   
• Advising a Toronto-based investor and senior executive in the acquisition of a prominent Quebec funeral home and cemetery business, backed by a U.S. private equity sponsor.
   
• Representing the co-founder and CEO in the merger of an asset-based lender into a subsidiary of its warehouse financing bank.
   

We bring decades of experience, deep transaction fluency, and practical insight to help clients close deals efficiently and effectively.  Whether advising public buyers, private equity sponsors, or founders preparing for exit, we deliver pragmatic legal guidance with a strong grasp of market terms, deal dynamics, and execution strategy.

Joint Ventures & Real Estate Finance

West PLC represents real estate developers, investors, and sponsors in structuring and negotiating complex joint ventures and layered capital stacks for real estate development and investment projects.

We regularly advise on transactions involving:

• Institutional joint venture equity;
   
• Mezzanine debt and mezzanine equity;
   
• Senior secured first-lien mortgage financing; and
   
• Waterfall distributions and promote structures tailored to investor and sponsor objectives.
   

Our clients rely on us to structure the capital needed to acquire, design, develop, construct, lease, operate, and exit real estate projects across asset classes—including multifamily, mixed-use, and commercial developments.

Representative transactions include:

• Representing the developer in securing institutional joint venture equity for a 252-unit Class A+ multifamily mixed-use development in downtown Orlando, which achieved the highest per-key sale price in Central Florida history.
   
• Acting for the developer in obtaining institutional joint venture equity for a 264-unit Class A+ multifamily project in Central Florida, which achieved a successful sale despite widening cap rates.
   
• Advising on the formation of a joint venture between two developers and institutional preferred equity investors for the acquisition, development, and construction of a 252-unit Class A+ multifamily mixed-use project in Central Florida.
   

From entity formation to waterfall modeling and equity capital structuring, West PLC delivers efficient, deal-savvy legal counsel that aligns real estate objectives with investor expectations.   We bring a practical understanding of how capital is deployed in the real estate sector—and deliver legal solutions that advance deal execution, risk management, and return optimization. 

Private Placements 

West PLC represents a broad range of clients in private placements, including:

• Companies seeking early- and growth-stage capital;
   
• Fund advisors launching real estate, private equity, and hedge funds;
   
• Broker-dealer affiliates forming proprietary investment funds marketed to their clients and the clients of other broker-dealers and RIAs;
   
• Investment bankers marketing PIPEs for emerging public companies.
   

Our practice focuses primarily on Regulation D, Rule 506 offerings to accredited investors, which we believe best balance efficiency, flexibility, and investor protection. We also routinely advise on:

• Rule 144A offerings to qualified institutional buyers (QIBs); and
   
• Regulation S offerings made exclusively offshore.
   

We work closely with clients to:

• Structure the offering and select the appropriate security (e.g., preferred equity, convertible notes, limited partnership interests);
   
• Draft private placement memoranda and other disclosure documents;
   
• Prepare supporting documentation, including subscription agreements, LLC operating agreements, and limited partnership agreements; and
   
• Complete all required federal and state securities filings, including Form D and blue sky compliance.
   

Our private placement experience spans numerous industries and structures. Representative matters include:

• A preferred equity investment in a Canadian fixed wireless and satellite broadband internet provider focused on rural markets;
   
• A limited liability company offering for a venture fund investing in a high-technology acoustic wave company;
   
• A Florida-focused real estate private equity fund, structured as a limited partnership;
   
• A PIPE transaction involving a closed-end, single-asset private equity fund, whose proceeds—alongside a co-investment from an established sponsor—were used to acquire preferred equity in a receivables management company serving, among others, the U.S. Department of Education.
   

We bring efficient execution, regulatory insight, and tailored structuring to each private placement engagement, enabling our clients to access capital while minimizing legal and compliance friction.   Our deep experience with private capital markets enables us to navigate evolving regulatory environments while helping clients structure investments that meet their strategic goals. 

Venture, Growth, Early & Seed Stage Capital 

West PLC represents both investors and companies in connection with venture capital, growth equity, early-stage, and seed capital financings.

We structure investments using a range of sophisticated vehicles tailored to the stage, capitalization, and strategic needs of the parties. These include:

• Participating preferred equity, including double-dip structures commonly used in institutional venture investments;
   
• Convertible instruments, SAFE agreements, and senior secured notes;
   
• LLC-based equity structures, such as preferred membership units with waterfall and promote provisions.
   

Our work spans virtually every industry, and includes representing both institutional and non-institutional investors, family offices, strategic acquirers, and management teams.

Representative transactions include:

• Acting for management in a senior secured debt / third-round venture capital investment in a competitive local exchange carrier (CLEC).
   
• Representing a family office investor in a seed/Series A investment in a biotechnology startup spun out from a leading academic institution; the company was later acquired by Pfizer.
   
• Advising a self-managed web hosting company on its spin-off and growth-stage equity financing.
   
• Representing a leading HR and benefits solutions provider in a follow-on venture capital investment, as company counsel.
   

With decades of experience across multiple funding stages, West PLC brings deal fluency, strategic insight, and executional precision to every financing engagement.   Whether advising founders, investor syndicates, or emerging growth companies, we deliver pragmatic legal solutions that support scalable growth and protect long-term value. 

Offshore Transactions

West PLC regularly advises clients on cross-border and offshore transactions, particularly in matters involving private equity fund formation and international M&A.

We have extensive experience structuring master-feeder fund vehicles, often based in the Cayman Islands, to accommodate:

• Non-U.S. investors seeking favorable tax and regulatory treatment; and
   
• U.S. tax-exempt investors (such as foundations and pension funds) requiring blocker structures to avoid unrelated business taxable income (UBTI).
   

In addition to fund formation, we assist U.S. and international clients with a variety of complex offshore transactions, including cross-border acquisitions, divestitures, and joint ventures. Representative matters include:

• Representing the buyer in the acquisition of a U.S.-based software development company from a Cayman Islands bank.
   
• Advising a U.S. investor in a multi-jurisdictional investment in a U.K.-based B2B/B2C travel services platform, involving legal coordination across the United States, United Kingdom, and India.
   
• Representing the seller of a U.K.-based death services business with operations in London and development sites in Manchester, in a sale to a U.K. private equity firm.
   

Our offshore practice combines structural fluency, jurisdictional awareness, and practical deal execution—enabling our clients to navigate international transactions with confidence and clarity.   We routinely collaborate with local counsel in key offshore jurisdictions and serve as lead or co-counsel in multi-jurisdictional matters requiring alignment of tax, regulatory, and corporate considerations. 

Entity Structuring, Governance & General Counsel Services

West PLC advises businesses and investors on the formation, structuring, and governance of corporations, limited liability companies, and limited partnerships. Our work spans a wide range of industries and stages—from startup formation to mature operating companies—and includes ongoing legal support tailored to each client’s business needs.

We regularly assist with:

• Entity formation and structuring to optimize tax, liability, and ownership dynamics;
   
• Executive employment and departure agreements, including equity-based incentive plans such as stock options (for corporations) and profits interests (for LLCs);
   
• Employment agreements, NDAs, and invention assignment agreements for employees at all levels;
   
• Technology and IP licensing agreements, including trademark and software licenses;
   
• Corporate governance matters, including board representation, investor rights, and fiduciary duties.
   

Representative engagements include:

• Advising the Swedish owners of a U.S. software firm on ongoing licensing, financing, and operational matters;
   
• Providing corporate governance counsel to investor-managers of an investment vehicle participating in a California biotechnology company;
   
• Representing an investor in a company developing a patented, food-based solution for natural hair coloring;
   
• Pro bono representation of the audit committee of a 501(c)(3) nursing home serving Medicaid and underserved populations in Winter Park, Florida.
   

With decades of experience guiding emerging companies and investor groups, West PLC offers practical, business-focused counsel that aligns legal solutions with strategic goals.   Whether acting as outside general counsel or advising on discrete transactions, we help clients navigate operational, regulatory, and equity-related challenges with clarity and efficiency.