Profile

Experience, Background and Education

My practice is focused on technology ventures, such as software, biotech, and Internet-related companies, with a particular focus on those with a triple bottom line or socially responsible focus. My more than 20 years of diversified legal experience, coupled with my experience as co-founder and general counsel of a small hedge fund startup and my experience as outside general counsel and director of a number of rapidly growing technology and other startups, make me well-suited to act as a virtual general counsel to my startup clients, guiding such enterprises through the complex legal and regulatory environment of the United States and abroad, and in all stages of growth, from founding to IPO.

During my large law firm days, I ran numerous complex mergers and acquisitions and financing transactions with and for a number of Fortune 100 companies and private equity clients worldwide - including GE Capital, Continental Airlines, Texas Pacific Group, AOL, AOL Latin America and Alloy, Inc. - and in the process became the consummate deal lawyer, bringing to the table an ability to negotiate business-critical deals with efficiency and skill. During the latter stages of my large law firm days, I focused primarily on venture capital transactions representing both companies and investors, as well as assisting the aggressive growth by acquisition strategy of several active technology and e-commerce companies. When this legal experience is coupled with my entrepreneurial activities and experience as outside general counsel and director of a number of rapidly growing technology and other companies, I believe I am particularly able to understand the practical challenges of running a business and well versed in tailoring my advice to enable my clients to best address those challenges.

Linkedin Profile

•Venture and Startup ExperienceCompany counsel on more than 100 venture capital transactions with an aggregate dollar value in excess of $500 million. Investor counsel on more than 50 venture capital and private equity transactions with an aggregate dollar value in excess of $350 million. Primary outside counsel to numerous startups in a wide variety of industries, including traditional software, SaaS, analytics, payments, biotech, organic food production and distribution, holistic ranch management, e-commerce and telecommunications.

M&A Experience.  Lead counsel on more than 75 public and private M&A transactions, ranging in size from $250,000 to in excess of $5 billion, over a broad range of industries, including software services, internet retailers, airlines, biotech, financial services, satellite services and coal and mining companies.

•Public and private securities offerings, including IPOs.  Lead counsel on numerous Reg D offerings, PIPE transactions, registered follow-on equity offerings, 144A debt offerings and Reg S offshore equity and debt offerings, public-company spinoff and related public rights offerings.

Current

  • Founder - Graf Business Law, 2007-present
  • SJK Energy Solutions, LLC - Co-Founder and General Counsel, 2017-present
  • Product Lab, LLC and its portfolio companies (2011-present), including:
Product Lab, LLC - Co-Founder, General Counsel and Director
Ignitio, Inc. - General Counsel and Director
Worldi, Inc. - General Counsel and Director
Frame Hero, Inc. - General Counsel and Director
Did That, Inc. - General Counsel and Director
  • Cultivate Ventures, LLC - Co-Founder, 2013-present
  • Equator Capital Managment, LLC - General Counsel and Managing Director, 2011-present
  • Equator Solar, LLC - General Counsel and Managing Director, 2012-present

Prior

  • CampusU, Inc., Leesburg VA, Director and Acting General Counsel, 2007-2008
  • Katten Muchin Rosenman, LLP, Washington, DC, Partner, 2002-2007
  • Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Washington, DC, Partner, 1998-2002          
  • SSE Capital, LLC, Silver Spring, MD, Co-Founder, COO and General Counsel, 1997-1998
  • Arnold & Porter, LLP, Washington, DC, Associate 1986-1992, Partner 1992-1997
  • Breed, Abbott & Morgan, NY, NY, Associate 1984-1986

Education

  • Boston College Law School, J.D. cum laude, 1984
  • University of Chicago, A.M. Social Science 1980
  • University of Chicago, A.B. Political Science 1979

Publications

Should Companies Trade Goods And Services For Equity In Start-Ups? A Checklist For Potential Investors, The Metropolitan Corporate Counsel, November 1999.

Use of LLCs as Bankruptcy-Proof Entities
Widens, National Law Journal, April 10, 1995.

Title IX and Intercollegiate Athletics: Adducing Congressional Intent, 24
Boston College Law Review 1243 (1983)

Honors

Boston College Law Review
Staff Member, 1982-83
Articles Editor 1983-84

Contact Me

Representative Transactions

My recent transactional experience includes the following: 

  • Represented Cultivate Ventures, LLC in the formation and funding of a $7,000,000 Opportunity Zone fund focused on cannabis infrastructure.
  • Represented NextCapital Group, Inc. its $30,000,000 Series C financing led by Oak HC/FT Ventures
  • Represented Krā drinks for athletes, inc. in its $3,000,000 Series Seed financing round
  • Represented Boloro Global Ltd. in its $3,000,000 Series C financing
  • Represented FE Partners, LLC in connection with a $7,500,000 loan to The Sequoia Presidential Yacht Group, LLC
  • Represented Equator Pure Health Ltd. in its $2,500,000 Series C financing
  • Represented Presto Sports, Inc. in its sale to a Battery Ventures portfolio company
  • Represented Ignitio, Inc. in its $700,000 Series 1-A financing
  • Represented Clean Choice Energy, Inc. (formerly Ethical Electric, Inc.) in a $2,500,000 Series AA financing
  • Represented Equator Solar, LLC in the sale of a 57MW solar photovoltaic  project in Tuscon,  AZ
  •  Represented NextCapital Group, Inc. in its $16,000,000 Series B Financing led by Alliance Bernstein LP
  • Represented Ethical Electric Holdings, Inc. in a $3,500,000 convertible note offering
  • Represented Armonia, LLC in investments in Belle Fourche, LLLP, Carman Ranch Provisions, LLC, Five Acre Farms, Inc., Georgia Pastures I, LLC, Teton Waters Ranch, LLC, Waldan Local, Inc. and others