Profile

Ms. Narganes concentrates her practice in corporate and intellectual property transactions.

Ms. Narganes represents emerging and established companies in merger and acquisition transactions, both public and private. Ms. Narganes also has extensive experience representing emerging growth companies in financing transactions, securities, licensing and other intellectual property issues, and general corporate "housekeeping." She regularly counsels senior management and boards of directors on fiduciary, governance, and disclosure issues.

Ms. Narganes’ representations include clients in software, e-commerce, digital media, medical devices, energy, consumer products, and financial services. 

Representative Matters

M&A and Securities Law Compliance

Represented RuleBurst Holdings Limited in its sale to Oracle.

Represented Tyco International Ltd. in its internal corporate restructuring in anticipation of the company’s three way spin out to three publicly traded companies.

Prepared on behalf of Clinical Data, Inc. periodical reports on Form 10-K and 10-Q, other reports on Form 8-K, Schedule 13D, press releases, registration statement on Form S-8 and Section 16 reporting.

Represented foreign company in its $40 Million acquisition of a California based software company.

Represented seller in its $25 Million sale to a publicly traded company.

Represented and prepared a Form S-4 for a privately held company with over 500 shareholders in its sale to a public company.

Represented and drafted merger agreement for a privately held company with over 500 shareholders in its sale to a public company.

Represented a privately held healthcare company in its $45 Million sale via merger to a large privately held healthcare provider; drafted and negotiated all deal documentation, including merger agreement and conversion ratios.

Represented private equity fund in several asset acquisitions of consumer product companies.

Represented a group purchasing organization in the buy-out of another group purchasing organization.

Represented a women’s health care services provider in its acquisition of 20 ob/gyn boutique practices.

Represented public company in its going private transaction.

Represented public companies in their compliance with SEC periodic disclosure, corporate governance and Sarbanes-Oxley requirements.

Advised clients on 409A changes to stock options and restricted stock unit grants requirements.

Corporate Finance

Represented public company in private investment public equities (PIPEs) financing for an aggregate equity raise of $30 Million.

Represented early-stage energy company in its $13 million Series A Financing.

Represented consumer-product company in its $4 million Series C Financing and $2 million Series D Financing.

Represented medical device company in its $5 million Series D Financing and $1.5 million bridge financing.

Represented early stage medical device company in its angel round note financing.

Represented venture fund in its $20 Million Series A investment in renal care clinics, including drafting and negotiating of all deal documentation, including investor side-letters.

Represented venture fund in its $12 Million Series A investment in a medical device limited liability company, including drafting and negotiating of all deal documentation, including investor side-letters.

Represented investment wing of a publicly traded company in multiple investments in several high tech portfolio companies, including running of due diligence process drafting and negotiating of all deal documentation.

Represented venture fund in its $2 Million Series A investment in web 2.0 SaaS company.

Private Equity

Advised private equity fund on new fund formation, various investment vehicles and acquisition vehicles, drafting and negotiating limited partnership agreement and subscription agreements.

Advised private equity fund on investments and acquisition of various portfolio companies, drafted requisite investment documentation.

General Corporate

Advised various companies on choice of corporate entities, formation and dissolution, resolution drafting, contract drafting, and employee matters.

Drafted consulting agreements for various early-stage companies.

Maintained and built capitalization tables for various early-stage companies.       

Maintained minute books and stockbooks for various early-stage companies.