
a number of different players. When one refers to a venture capitalist, they are usually talking not only about the actual human being who is active in venture capital but also about the legal entity that was formed and under which the venture capital operations take place. This vehicle—whether a corporation, limited liability company, or partnership—usually creates additional subsidiaries. These subsidianes act as general partners or managing partners of the investment funds created to capture investments for the venture capital operations. The investment fund is usually organized as a limited partnership. A venture capital organization may have multiple funds. The number of investment funds and subsidianes depends on the complexity of the operations. An attorney representing a venture capital firm is normally involved in advising the client in most of the major areas of their business, from cradle to grave: organizing the business entity or entities that are to manage the process of raising money and that will be making the actual decisions to invest in the various businesses; organizing and promoting the venture capital fund (which is usually the vehicle for captunng the monies raised and which is the entity that actually makes the venture capital investments); advising on the day-to-day operations of the overall venture capital operations, generally including negotiating and drafting the necessary documents to facilitate investments by the fund; and subsequently advising as to the liquidation of the fund's investments and the distribution of fund assets to investors. Each of these areas has specific legal issues and concerns that require a case-by-case approach and are best addressed by an attorney who fully understands the venture capital fund's operations. An attorney specializing in venture capital is generally able to be more centrally involved in the business aspects and decision-making processes of the fund's operations than with any other type of client. For example, the attorney typically is involved in advising on the effects a fund investment may have, whether buying an existing business (in part or completely), making seed capital investments in a new venture, or selling previously acquired assets. 38