Corporate and Transactional

Sidley’s Capital Markets group advises technology companies through every stage of the capital lifecycle. We represent emerging, high-growth, and public technology companies — as well as sponsors, investors, underwriters, and other market participants — on private financings, private liquidity events, IPOs, direct listings, follow-on offerings, convertible securities, debt financings, and other strategic capital markets transactions. Our lawyers combine global execution experience with technology-sector fluency across software, AI, fintech, digital assets, defense tech, data-driven businesses, digital infrastructure, e-commerce, energy transition and other emerging technologies. We help clients navigate investor diligence, disclosure, governance, public-company readiness, and the regulatory issues that can affect valuation, timing, and transaction certainty.

Sidley’s Capital Markets group brings technology companies:

• Life Cycle Capital Formation: We advise emerging, high-growth, and public technology companies—as well as sponsors, venture and growth investors, underwriters, and other market participants—on financings across the corporate lifecycle. This includes private placements, growth equity transactions, tender offers and other private liquidity events, IPOs, direct listings, follow-on and secondary offerings, at-the-market programs, convertible securities, high-yield and investment-grade debt, tender and exchange offers, and other strategic capital solutions.
• Technology-Sector Fluency in Deal Execution and Disclosure: We help clients address the issues that often drive investor diligence, disclosure, and market execution for technology companies, including AI and data strategy, cybersecurity and privacy, digital assets, fintech and payments regulation, energy transition regulatory matters, platform business models, recurring revenue metrics, intellectual property dependencies, supply chain matters, and evolving regulatory requirements.
• Integrated Technology and Regulatory Bench Strength: Our capital markets lawyers work closely with Sidley lawyers across privacy and cybersecurity, AI, fintech and payments, digital assets, technology transactions, tax, executive compensation, antitrust, securities enforcement, and public company advisory matters, allowing us to help technology clients manage the legal and regulatory issues that can affect valuation, disclosure, timing, and transaction certainty. Sidley advises technology companies from startups to global Fortune 500 companies throughout their lifecycle.
• Issuer-Side, Underwriter-Side, and Investor-Side Perspective: Sidley represents issuers, underwriters, and other financial intermediaries in securities transactions and disclosure matters across major global markets, giving the team valuable insight into company priorities, bank expectations, investor concerns, and execution dynamics.
• Public Company Readiness and Ongoing Advisory Support: We guide founder-led, venture-backed, and sponsor-backed technology companies through IPO readiness, governance structures, board and committee matters, disclosure controls, executive compensation, equity plans, insider trading policies, periodic reporting, and securities law issues that arise after becoming public. Sidley’s public Capital Markets practice includes a global team of more than 260 lawyers and Sidley serves as issuer’s counsel for more than 400 companies.
• Global Execution for Cross-Border Technology Companies: Sidley helps technology companies and financial institutions access capital in the U.S., Europe, Asia, and other major markets, including through U.S. registered offerings, Rule 144A/Regulation S offerings, dual listings, foreign private issuer transactions, Hong Kong listings, and other cross-border capital markets structures.

Representative Matters

• Software/Data Platform IPO and Follow-On Activity: Sidley represented the underwriters in Klaviyo’s IPO and later represented underwriters in Klaviyo’s secondary offerings, illustrating the team’s experience supporting technology companies and banks through both IPO execution and post-IPO capital markets activity.
• Energy Technology IPO, Follow-On, and Spinoff Work: Sidley represented Flex and its solar technology subsidiary Nextracker in multiple transactions, including Nextracker’s IPO, a public offering of Nextracker Class A common stock, a convertible preferred equity investment, and Flex’s spin-off of its remaining interests in Nextracker.
• AI/Deep-Tech Cross-Border Listing: Sidley advised QuantumPharm (HKEX: 2228) (also known as XtalPi) as Hong Kong and U.S. counsel in its Hong Kong IPO and listing; Sidley’s announcement describes XtalPi as the first Specialist Technology Company listed under Hong Kong’s Chapter 18C regime and the first AI-powered drug and new material discovery company listed in Hong Kong.

Learn more about our Capital Markets practice.

Due to evolving laws and regulations, coupled with increased scrutiny into corporate governance and compensation practices, publicly traded corporations, privately held and/or venture backed entities and their individual executives and directors are facing a more complex environment from even a year ago. Lawyers in Sidley’s Corporate Governance practice are sought out by a wide spectrum of technology sector clients for sophisticated advice and counsel on the full spectrum of issues they face.

Sidley’s Corporate Governance team brings to clients:

• Complex Governance Matters: Sidley advises corporate management, boards of directors and board committees on a wide variety of corporate governance matters, including corporate responsibility, fiduciary duties, board oversight responsibilities, financial disclosure, legal compliance and issues arising under the Sarbanes-Oxley and Dodd-Frank legislation. Our advice relates to the procedural aspects as well as the legal consequences of corporate and securities transactions and other corporate actions, including takeover defenses, proxy contests, SEC filings and disclosure issues, stock option issues and general corporate law matters. Depending on the client, such work may also involve counsel regarding a wide range of business actions and responses mixing legal issues with sound, practical advice. Our deep relationships with many public and private global technology businesses coupled with the firms broader client base allows us to provide advice regarding best practices and trends in such matters as directors’ and officers’ responsibilities, board and committee practices, disclosure controls and procedures, internal controls, executive compensation and other matters.
• Executive Compensation: Sidley counsels clients with respect to all aspects of compensation arrangements at all stages of the business growth cycle, including disclosure, equity-based incentive and bonus plan design for growth stage private and public companies, employment and severance agreements and deferred compensation. We assist our clients in complying with regulations issued by the Securities and Exchange Commission and self-regulatory organizations (i.e., the New York Stock Exchange and Nasdaq) governing matters such as executive compensation disclosure, shareholder approval requirements, transactions in company stock by officers and directors and short-swing liability. We have extensive experience in advising on the tax aspects of compensation arrangements, including Section 409A of the Internal Revenue Code. We also advise on executive compensation matters arising in connection with merger and acquisition transactions, such as the treatment in these transactions of stock options and other equity-based awards, and the implementation of change-in-control agreements and the payment of benefits under these agreements.

Learn more about our Corporate Governance practice.

Sidley's Emerging Companies and Venture Capital (ECVC) practice is among the nation's premier platforms for technology companies, distinguished by a deep bench of nationally recognized practitioners embedded in the country's leading innovation markets: Silicon Valley, New York, Boston, Los Angeles, Chicago, and beyond. With over 40 partners and more than 80 dedicated ECVC professionals, Sidley provides seamless, end-to-end counsel to technology founders and executives, venture-backed companies, and the investors and boards that support them, at every stage of the company lifecycle. Backed by Sidley's global platform, our team ensures that technology clients never outgrow our capabilities, from pre-seed to IPO and beyond.

• Artificial Intelligence: Sidley's ECVC team advises some of the most consequential AI companies in the market, from frontier model developers and agentic platform companies to AI infrastructure providers and enterprise AI adopters. Our lawyers work at the intersection of novel deal structures, unresolved regulatory questions, and rapidly evolving commercial norms - structuring the licensing frameworks, compute access agreements, and investor arrangements that define how AI gets built and commercialized. We advise emerging AI companies on fundraising strategy, foundation model licensing, and go-to-market partnerships, while also counseling the corporate and institutional investors backing them.
• SaaS and Cloud Infrastructure: We represent a broad range of SaaS companies — from early-stage startups through scaled platforms — across venture financings, strategic partnerships, M&A, and public market transactions. Our team understands the commercial architecture of SaaS businesses, including subscription and usage-based licensing models, customer data obligations, and the IP and regulatory considerations that arise as platforms scale globally. We work closely with Sidley's Privacy, Cybersecurity, and Technology Transactions practices to ensure SaaS clients are comprehensively supported across their most complex issues.
• Defense Technology: As defense tech has emerged as one of the most active and fast-growing sectors in venture, Sidley has been at the forefront, advising dual-use technology companies, defense-focused funds, and strategic investors navigating the unique demands of this market. We advise on CFIUS considerations, government contracting issues, export controls, and the national security dimensions of venture financings and M&A — capabilities that are increasingly essential as the lines between commercial innovation and defense application continue to blur. Our team works closely with Sidley's national security and regulatory practices to deliver integrated counsel tailored to defense tech's distinct risk profile.
• Fintech and Web3: Our Fintech ECVC practice sits at the intersection of venture-stage company representation and the heavily regulated financial services landscape. We advise payments companies, lending platforms, digital asset businesses, and financial infrastructure providers on fundraising, licensing, strategic partnerships, and M&A with genuine fluency in both the transactional and regulatory dimensions of building in financial services. Our blockchain and digital asset capabilities extend this work into Web3, where we advise token issuers, crypto exchanges, DeFi protocols, and their investors on structures that navigate an evolving and complex legal environment.
• Cybersecurity and Data Infrastructure: Sidley advises cybersecurity companies and data infrastructure businesses across the full venture lifecycle, with particular depth in the transactional and regulatory questions that define this sector. From SOC 2 and compliance considerations embedded in commercial agreements to national security reviews of investments and acquisitions, our team provides the cross-disciplinary coverage that cybersecurity companies require as they scale.
• Robotics and Automation: We represent robotics, autonomous systems, and industrial automation companies on financing, commercialization, and strategic transactions, with an understanding of the technical, safety, and regulatory dimensions that distinguish this sector. As AI increasingly powers autonomous systems, our practice at the intersection of AI, robotics, and industrial tech positions us to advise the companies defining this next wave of innovation.
• Internet of Things (IoT) and Connected Devices: Sidley has built a distinctive practice advising IoT and connected device companies on the full range of corporate and transactional matters, from seed financing through strategic exits. We understand the unique legal architecture of IoT businesses: hardware-software integration, data ownership and monetization, OEM and distribution arrangements, and the regulatory frameworks governing connected devices in consumer, industrial, and healthcare contexts. Our lawyers structure agreements that account for the long development cycles and multi-party ecosystems that define this space.
• Built for What's Next: What sets Sidley's Technology ECVC practice apart is not just the breadth of sectors we cover, but the depth with which we engage in each one. Our lawyers understand the technology, know the investor community, and have the firm platform — capital markets, M&A, regulatory, IP, and litigation — to support technology companies through every challenge and opportunity they encounter. Our clients are not just participating in the innovation economy; many are defining it. We are right there with them.

Learn more about our Emerging Companies and Venture Capital practice.

Sidley’s Technology M&A team is a core part of Sidley’s preeminent global M&A practice and serves as a trusted partner to technology companies across all technology industries, navigating the full spectrum of M&A transactions, including transformative acquisitions, divestitures, corporate combinations, joint ventures, licensing, and more. With a long track record of successful representations across the consumer software, SaaS, AI, insurtech, fintech, blockchain, automotive and mobility technology, agribusiness and food, data center, electronics, gaming, digital health and electronics industries, we bring deep industry knowledge and multidisciplinary legal insight to the most complex M&A transactions in the market.

Sidley’s M&A team brings to clients:

• Execution and Advice for All Sizes and Types of M&A Transactions: We represent strategic, private equity and venture funds, public and private buyers, sellers, and investors in public and private transactions throughout the United States and across the globe. Whether advising on public company mergers, private equity leveraged buy-outs, founder owned exit transactions or complex joint ventures, Sidley helps clients structure and execute deals that are aligned with commercial realities and built for long-term success.
• Integrated Specialist and Transactional Counsel: Our M&A lawyers excel in technology transactions and work side-by-side with globally recognized IP and licensing, M&A litigation, shareholder activism, tax, trade and WTO rules, antitrust and competition, labor and employer healthcare, securities regulation, life sciences, insurance, real estate, telecommunications and energy lawyers to provide seamless advice across every phase of a transaction. These Sidley lawyers assist our core M&A teams in drafting and negotiating specialized representations and covenants that distinguish the appropriate transaction agreement from the typical form agreement for a standard “widget” company—because there are very few standard “widget” companies in innovative technology industries.
• Cross-Border Reach and Global Coordination: With technology industry-focused M&A lawyers in offices throughout the United States, Europe, and Asia, Sidley executes cross-border technology M&A transactions with precision. We advise clients on global diligence and deal structuring considerations, local regulatory approvals, antitrust clearance, and integration strategies across key jurisdictions.

Learn more about our M&A practice.

Technology is one of the most dynamic and competitive sectors for private equity investment. We have served private equity sponsors and their portfolio companies in executing technology transactions with precision, tailoring our approach to the objectives of our clients through all stages of the deal. We have also served opposite private equity firms, counseling management teams, founders, and institutional co-investors on leveraged buyouts, growth equity transactions, and minority investments, giving us a 360-degree perspective on deal dynamics.

Sidley's Private Equity Technology team brings to clients:

• Sector-Focused Deal Execution: Our lawyers understand the commercial, regulatory, and structural complexities unique to technology businesses, from software and SaaS to semiconductors, cybersecurity, digital infrastructure, and artificial intelligence and machine learning companies. We deliver practical, deal-oriented advice tailored to the pace and demands of the technology sector across leveraged buyouts, growth equity investments, take-private transactions, and carve-outs. We anticipate risks early to safeguard clients and reduce post-deal liabilities. As antitrust scrutiny of technology consolidation intensifies — including DOJ review of roll-up strategies and proliferating state-level merger filing requirements — we engage antitrust counsel early and structure transactions to withstand regulatory challenge across jurisdictions.
• Globally Recognized Private Equity Leadership: Sidley delivers results on the most complex private equity transactions in the technology sector. Named a "Private Equity Practice Group of the Year" by Law360 in 2025, consistently ranked in leading directories worldwide including Chambers and Legal 500, and recognized with multiple top 10 rankings across league tables, our lawyers bring award-winning experience to every engagement, guiding sponsors through landmark transactions across the United States, Europe, and Asia-Pacific.
• Comprehensive Transaction Coverage: From platform acquisitions to add-on strategies and exit planning, we advise at every stage of the investment lifecycle:
  • leveraged buyouts and take-private transactions;
  • growth equity and minority investments;
  • carve-outs and corporate divestitures;
  • add-on acquisitions and bolt-on integrations;
  • recapitalizations and dividend recaps;
  • secondary transactions and GP-led continuation vehicles; and
  • portfolio company exits, including strategic sales and sponsor-to-sponsor transactions.
• Integrated Experience Across the Deal: Our Private Equity lawyers work hand-in-hand with our market-leading tax, employee benefits, labor and employment, intellectual property, privacy and cybersecurity, antitrust, real estate, and environmental practices, among others. For technology transactions, that integration is critical, whether structuring IP ownership, navigating CFIUS and foreign investment review, or advising on data privacy and cybersecurity matters. Our clients benefit from a fully coordinated team that anticipates issues to ensure efficient deal execution.

Learn more about our Private Equity practice.

Technology is at the center of the most consequential transactions across nearly every industry. Our Technology Transactions practice helps clients—from growth-stage startups to Fortune 100 companies—structure, negotiate, and close the technology and IP agreements that define their businesses. Recognized by Chambers USA as a leader in handling complex technology agreements, our team has advised on hundreds of matters spanning the full spectrum of technology transactions.

Our Technology Transactions lawyers assist clients across the full range of their needs:

• Licensing and Collaborations: We negotiate and structure technology licenses, software agreements, platform arrangements, and commercial collaborations across industries, balancing IP protection with the flexibility clients need to grow, partner, and compete. Our lawyers translate complex technical and business realities into durable agreements aligned with each client's strategic goals.
• M&A Technology and IP Support: Technology and IP considerations are increasingly central to deal value and deal risk. Our lawyers support clients across the full arc of technology-intensive M&A, conducting IP and technology diligence, negotiating intellectual property licenses, technology development agreements, manufacturing and supply agreements, and other transaction-critical agreements, and providing practical, deal-focused advice that helps clients navigate complexity, manage risk, and close transactions aligned with their objectives.
• IP Transfers, Carve-Outs, and Standards: We advise on IP assignments, portfolio transfers, and carve-out transactions, including the technology-specific agreements essential to separating and standing up businesses. We also counsel clients on standards-essential patent obligations and FRAND licensing matters that affect market access and freedom to operate.
• AI, Data, and Outsourcing: From AI development and deployment agreements to data licensing, data sharing arrangements, and large-scale IT outsourcing, we help clients capture value from their data and technology assets while managing the legal and commercial risks that come with them.
• Depth Across Tech Verticals: Our team works across the industries where technology matters most – software and SaaS, semiconductors and hardware, life sciences tools and diagnostics, medtech, digital health, and consumer and enterprise technology—giving clients lawyers who understand the commercial context behind every deal.
• Integrated Deal Teams: Technology transactions rarely travel alone. Sidley's platform allows us to assemble integrated deal teams that draw on our leading Privacy and Cybersecurity, Tax, Regulatory, and other practices as the matter requires, giving clients a single, coordinated team capable of handling the full complexity of their transactions.

Learn more about our Technology and Life Sciences Transactions practice.