Corporate & Business Law · Bayport
Counsel for the life of a company.
We advise founders, investors, and established businesses on financings, acquisitions, and the agreements and governance that hold a company together, from formation through exit.
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Elise M. Prescott
Partner
Venture Capital & Emerging Companies
Marcus O. Adebayo
Partner
Private Equity
Monica Alvarez
Partner
Commercial Contracts & Technology Transactions
Grace A. Owusu
Senior Associate
Employment & Equity Compensation
Daniel Tran
Associate
Corporate
Practices
Six practices working as one corporate team. A financing raises equity compensation questions; an acquisition turns on the contracts being assigned. We staff for that from the start.
Mergers & Acquisitions
Purchases, sales, and combinations of private companies for buyers, sellers, founders, and their boards, from letter of intent through closing and integration.
Key contact: Richard H. Calder
Venture Capital & Emerging Companies
Formation, founder arrangements, and seed through growth equity financings for companies, and the investors who back them.
Key contact: Elise M. Prescott
Private Equity
Platform and add-on acquisitions, recapitalizations, management equity, and exits for sponsors and the portfolio companies they hold.
Key contact: Marcus O. Adebayo
Commercial Contracts & Technology Transactions
Software, licensing, services, supply, and distribution agreements, negotiated with the business deal and the operating reality in view.
Key contact: Monica Alvarez
Employment & Equity Compensation
Executive agreements, equity incentive plans, option and profits interest grants, and the employment questions that arise in a transaction.
Key contact: Grace A. Owusu
Corporate Governance
Board process, fiduciary duties, stockholder matters, and the day to day corporate housekeeping that keeps a company ready for its next transaction.
Key contact: Richard H. Calder
Who we advise
Founders and emerging companies
Formation, founder equity, early hires, and seed and Series A financings, set up so the next round is easier than the last.
Venture capital practiceGrowth companies and their boards
Later-stage financings, commercial agreements at scale, equity programs, and the board process that investors expect.
Corporate governance practicePrivate equity sponsors
Platform and add-on acquisitions, management equity, and portfolio company work handled by one team from close to exit.
Private equity practiceOwners of established businesses
Sales to strategic and financial buyers, succession planning, and acquisitions by family and founder-owned companies.
Mergers & acquisitions practice
Industries
Fluent in the businesses we represent, and in the regulators, contracts, and buyers each one brings to a transaction.
Technology
Software, SaaS, and data businesses, from formation and first financing through licensing programs and acquisition.
Healthcare Services
Physician groups, outpatient providers, and health technology companies, with regulatory diligence built into every deal.
Manufacturing
Founder and family owned manufacturers working through succession, supply agreements, and sales to strategic buyers.
Consumer Products
Brands and their distributors, including co-manufacturing, retail, and licensing arrangements and growth equity investment.
Financial Services
Specialty lenders, wealth managers, and fintech companies, including ownership changes and the agreements that govern them.
Representative matters
Described generally. Client names and deal terms are confidential.
Mergers & Acquisitions
Sale of a founder-owned precision manufacturer to a strategic buyer, including a rollover of equity for the management team.
Venture Capital
Series A and Series B preferred stock financings for software and health technology companies, on behalf of the company.
Private Equity
Acquisition of a regional services platform for a private equity sponsor, followed by a program of add-on acquisitions.
Technology Transactions
Enterprise subscription, data processing, and reseller agreements for a business software provider entering new markets.
Equity Compensation
Design of an equity incentive plan and option grant program for a venture-backed company preparing for a priced round.
Corporate Governance
Guidance to a special committee of independent directors evaluating a related-party transaction.
About the firm
Calder Prescott was founded in 2011 by lawyers who wanted to give growing companies the transactional depth of a large firm with the attention of a small one. We are a corporate firm by design: no litigation department, no unrelated practice groups, just counsel for the deals and decisions that shape a business.
- Founded
- 2011
- Office
- Downtown Bayport
- Bar admissions
- Maryland, Delaware, New York
- Languages
- English, Spanish, Vietnamese, French
Partner-led matters
A partner leads every engagement and stays with it through closing. You will know who is doing the work and why.
Clear engagement terms
Every matter starts with a written engagement letter, a staffing plan, and a budget. Fixed fees are available for defined phases.
One integrated team
Deal, tax-aware compensation, contracts, and governance lawyers sit together, so issues are caught at the table, not after it.
Documents people can use
Agreements are drafted to be read by the people who run the business, with summaries that make the key terms plain.
Insights & news
Client alerts, articles, and legal updates
Indemnification in private company sales: what sellers should negotiate first
Caps, baskets, survival periods, and how representation and warranty insurance changes the conversation for founder-owned businesses.
Before the term sheet: putting the cap table in order
Unissued promised equity, missing board consents, and convertible notes nobody tracked: the clean-up that keeps a financing on schedule.
Equity grants after a down round: repricing, refreshes, and timing
The plan amendments, board approvals, and valuation questions to settle before new grants go out.
Careers
We hire associates and staff who want early responsibility on real transactions and partners who will teach them. Lateral attorneys and law students are welcome to introduce themselves at any time of year.
Talk with us about your next transaction
Call the office or send a short note. A partner reviews every new inquiry, and we run a conflict check before we discuss the details.