We represent investment funds, portfolio companies and entrepreneurs, combining experience in securities law, mergers and acquisitions, intellectual property and other areas of specialization across a full-service firm. Our industry experience is extensive and includes life sciences, cybersecurity, information technology, open-source software, manufacturing, digital media and entertainment, consumer products and retail, education and financial services.
Investment Funds and Advisors
We regularly represent institutional investors, private equity funds, independent sponsors, venture capitalists and angel investors making private equity, venture capital and early-stage investments. We advise capital providers, including family offices, in all levels of the capital stack on middle market deals across a breadth of industries, including technology, crypto and blockchain, financial institution and services, energy, healthcare, life sciences, distribution, products and retail, food and beverage, and other industries.
We additionally assist with private securities offerings, including those exempt from registration by Regulation A and Regulation D under the Securities Act of 1933, for operating companies, Real Estate Investment Trusts (REITs), Business Development Companies (BDCs), Delaware Statutory Trust 1031 Exchange offerings, among others.
Start-Ups and Entrepreneurs
We routinely advise technology-based start-ups and other emerging businesses on securing financing, defining investment terms and addressing critical business, intellectual property and regulatory matters. We help growing businesses prepare for potential exit scenarios and bolster investor value.
IP Due Diligence and Tech-Centric Deals
Our intellectual property and technology attorneys work with investors across all property types and have extensive experience in every facet of patent and IP law, including:
Evaluation of intellectual property assets to determine their value, ownership. and legal standing
Domestic and foreign procurement of assets
Opinion work (with respect to freedom-to-operate (“FTO”), validity, enforceability, litigation, interferences, oppositions and re-examinations
Complex transactions, litigation and pre-litigation investigations in and outside the U.S.
As private M&A deal terms continue to shift, understanding what’s market has become increasingly important when negotiating transactions. We reviewed key data points drawn from publicly available acquisition agreements filed on EDGAR, with a focus on deal terms we are seeing most frequently negotiated in practice, including indemnification, earnouts, and representations and warranties insurance (RWI). For our valued relationships, we prepared a short summary intended as a practical reference point for evaluating deal terms in today’s market and in ongoing transactions.
As private M&A deal terms continue to shift, understanding what’s market has become increasingly important when negotiating transactions. We reviewed key data points drawn from publicly available acquisition agreements filed on EDGAR, with a focus on deal terms we are seeing most frequently negotiated in practice, including indemnification, earnouts, and representations and warranties insurance (RWI). For our valued relationships, we prepared a short summary intended as a practical reference point for evaluating deal terms in today’s market and in ongoing transactions.
Federal court vacates Biden-era HSR Act reforms: A judge struck down the October 2024 Hart-Scott-Rodino Antitrust Improvements Act reporting overhaul, calling it “arbitrary and capricious,” but stayed the ruling through February 19, 2026 to allow an appeal.
2026 HSR filing and other dollar thresholds increase: The minimum “size-of-transaction” threshold rises to $133.9 million effective February 17, 2026, potentially reducing filing obligations for some deals.
Filing fees adjusted upward: New multi-tiered HSR fees take effect February 17, 2026, with transactions under $189.6 million subject to a $35,000 filing fee and filing fees for mega-deals ($5.869 billion+) reaching $2.46 million.
Prohibited interlocking directorate thresholds also rise: Updated Clayton Act Section 8 thresholds affect service as an officer or director of competing companies amid heightened enforcement.
Advance planning & compliance strategy for deal makers remains critical: Despite regulatory uncertainty and shifting enforcement priorities at the FTC and DOJ, careful advance antitrust planning remains essential for parties to mergers, acquisitions and other HSR reportable events.
Federal court vacates Biden-era HSR Act reforms: A judge struck down the October 2024 Hart-Scott-Rodino Antitrust Improvements Act reporting overhaul, calling it “arbitrary and capricious,” but stayed the ruling through February 19, 2026 to allow an appeal.
2026 HSR filing and other dollar thresholds increase: The minimum “size-of-transaction” threshold rises to $133.9 million effective February 17, 2026, potentially reducing filing obligations for some deals.
Filing fees adjusted upward: New multi-tiered HSR fees take effect February 17, 2026, with transactions under $189.6 million subject to a $35,000 filing fee and filing fees for mega-deals ($5.869 billion+) reaching $2.46 million.
Prohibited interlocking directorate thresholds also rise: Updated Clayton Act Section 8 thresholds affect service as an officer or director of competing companies amid heightened enforcement.
Advance planning & compliance strategy for deal makers remains critical: Despite regulatory uncertainty and shifting enforcement priorities at the FTC and DOJ, careful advance antitrust planning remains essential for parties to mergers, acquisitions and other HSR reportable events.
On March 2, 2025, the U.S. Department of the Treasury (“Treasury”) announced that it will not impose penalties, fines, or pursue enforcement actions against U.S. companies, citizens, or their beneficial owners for failing to file beneficial ownership information (“BOI”) reports, pursuant to the Beneficial Ownership Information Reporting Requirements final rule (31 C.F.R. 1010.380) (the “Reporting Rule”), the Corporate Transparency Act (“CTA”) (31 U.S.C. § 5336), even after any forthcoming deadline extensions or changes to the Reporting Rule. Treasury’s announcement follows earlier guidance from the Financial Crimes Enforcement Network (FinCEN) (the Treasury bureau responsible for enforcing the CTA)—which suspended enforcement of the March 21, 2025, filing deadline.
On March 2, 2025, the U.S. Department of the Treasury (“Treasury”) announced that it will not impose penalties, fines, or pursue enforcement actions against U.S. companies, citizens, or their beneficial owners for failing to file beneficial ownership information (“BOI”) reports, pursuant to the Beneficial Ownership Information Reporting Requirements final rule (31 C.F.R. 1010.380) (the “Reporting Rule”), the Corporate Transparency Act (“CTA”) (31 U.S.C. § 5336), even after any forthcoming deadline extensions or changes to the Reporting Rule. Treasury’s announcement follows earlier guidance from the Financial Crimes Enforcement Network (FinCEN) (the Treasury bureau responsible for enforcing the CTA)—which suspended enforcement of the March 21, 2025, filing deadline.
On February 17, 2025, the U.S. District Court for the Eastern District of Texas lifted the last remaining nationwide injunction against enforcement of the Corporate Transparency Act (CTA) previously issued in Smith v. US Dep’t of the Treasury, clearing the way for the law’s implementation. This marks a significant development following the U.S. Supreme Court’s January 23, 2025, order in McHenry v. Texas Top Cop Shop, Inc., which lifted a separate nationwide injunction issued by another Texas federal district court. However, due to delays in the Justice Department’s motion in Smith, the CTA’s implementation remained blocked nationwide until now.
On February 17, 2025, the U.S. District Court for the Eastern District of Texas lifted the last remaining nationwide injunction against enforcement of the Corporate Transparency Act (CTA) previously issued in Smith v. US Dep’t of the Treasury, clearing the way for the law’s implementation. This marks a significant development following the U.S. Supreme Court’s January 23, 2025, order in McHenry v. Texas Top Cop Shop, Inc., which lifted a separate nationwide injunction issued by another Texas federal district court. However, due to delays in the Justice Department’s motion in Smith, the CTA’s implementation remained blocked nationwide until now.
On December 23, 2024, the United States Court of Appeals for the Fifth Circuit granted the government’s emergency motion for a temporary stay of a district court’s order and nationwide injunction against the Corporate Transparency Act (CTA) and its corresponding Beneficial Ownership Information (BOI) Reporting Rule.
On December 23, 2024, the United States Court of Appeals for the Fifth Circuit granted the government’s emergency motion for a temporary stay of a district court’s order and nationwide injunction against the Corporate Transparency Act (CTA) and its corresponding Beneficial Ownership Information (BOI) Reporting Rule.
Following a Texas federal district court’s issuance of a nationwide injunction temporarily halting enforcement of the Corporate Transparency Act (“CTA”), the U.S. government has filed an appeal with the U.S. Court of Appeals for the Fifth Circuit, challenging the district court’s findings (found here). In response to both the national injunction and the appeal, the Financial Crimes Enforcement Network (“FinCEN”), the agency responsible for enforcing the CTA, issued guidance (found here) clarifying that reporting companies are not currently required to file beneficial ownership information (“BOI”) reports and will not face liability for noncompliance “while the preliminary injunction remains in effect.”
Following a Texas federal district court’s issuance of a nationwide injunction temporarily halting enforcement of the Corporate Transparency Act (“CTA”), the U.S. government has filed an appeal with the U.S. Court of Appeals for the Fifth Circuit, challenging the district court’s findings (found here). In response to both the national injunction and the appeal, the Financial Crimes Enforcement Network (“FinCEN”), the agency responsible for enforcing the CTA, issued guidance (found here) clarifying that reporting companies are not currently required to file beneficial ownership information (“BOI”) reports and will not face liability for noncompliance “while the preliminary injunction remains in effect.”
On December 3, 2024, the U.S. District Court for the Eastern District of Texas, Texas Top Cop Shop, Inc. v. Merrick Garland (Civil Action No. 4:24-CV-478), issued a memorandum opinion and order granting a nationwide preliminary injunction against the enforcement of the Corporate Transparency Act (“CTA”) and its implementing regulations and staying the compliance deadline for reporting companies pending further order of the court.
On December 3, 2024, the U.S. District Court for the Eastern District of Texas, Texas Top Cop Shop, Inc. v. Merrick Garland (Civil Action No. 4:24-CV-478), issued a memorandum opinion and order granting a nationwide preliminary injunction against the enforcement of the Corporate Transparency Act (“CTA”) and its implementing regulations and staying the compliance deadline for reporting companies pending further order of the court.
In many ways, the labor market is as competitive as ever. Businesses continue to explore compensation packages, in addition to ordinary salary, that will help them attract, hire and retain talent. One method of compensation that a business often considers is awarding employees equity in the business.
In many ways, the labor market is as competitive as ever. Businesses continue to explore compensation packages, in addition to ordinary salary, that will help them attract, hire and retain talent. One method of compensation that a business often considers is awarding employees equity in the business.
On March 1, 2024, the U.S. District Court for the Northern District of Alabama in National Small Business United et al. v. Janet Yellen et. al., Case No. 5:22-cv-1448-LCB, held the Corporate Transparency Act (the “CTA”) to be unconstitutional. In this surprising decision, U.S. District Court Judge Liles C. Burke ruled “The CTA is unconstitutional because it cannot be justified as exercise of Congress’ enumerated powers.”
On March 1, 2024, the U.S. District Court for the Northern District of Alabama in National Small Business United et al. v. Janet Yellen et. al., Case No. 5:22-cv-1448-LCB, held the Corporate Transparency Act (the “CTA”) to be unconstitutional. In this surprising decision, U.S. District Court Judge Liles C. Burke ruled “The CTA is unconstitutional because it cannot be justified as exercise of Congress’ enumerated powers.”
The Corporate Transparency Act’s (the “CTA”) reporting requirements are effective as of January 1, 2024. As a result, many companies in the United States will have to report information about their beneficial owners, i.e., the individuals who ultimately own or control the company. They will have to report the information to the Financial Crimes Enforcement Network (FinCEN), a bureau of the U.S. Department of the Treasury.
The Corporate Transparency Act’s (the “CTA”) reporting requirements are effective as of January 1, 2024. As a result, many companies in the United States will have to report information about their beneficial owners, i.e., the individuals who ultimately own or control the company. They will have to report the information to the Financial Crimes Enforcement Network (FinCEN), a bureau of the U.S. Department of the Treasury.
In many ways, the labor market is as competitive as ever. Businesses continue to explore compensation packages, in addition to ordinary salary, that will help them attract, hire and retain talent. One method of compensation that a business often considers is awarding employees equity in the business.
In many ways, the labor market is as competitive as ever. Businesses continue to explore compensation packages, in addition to ordinary salary, that will help them attract, hire and retain talent. One method of compensation that a business often considers is awarding employees equity in the business.
The Panel will discuss recent trends, challenges and opportunities in private equity investing and M&A focusing on government contractors and IT firms with a particular emphasis on Cybersecurity Moderator
The Panel will discuss recent trends, challenges and opportunities in private equity investing and M&A focusing on government contractors and IT firms with a particular emphasis on Cybersecurity Moderator
Frank Jones, co-chair of the WTP Business Department, will appear with Greg Cangialosi, CEO of Nucleus Ventures and the Managing Member of Baltimore Angels, to discuss angel investing from the entrepreneur's point of view.
Frank Jones, co-chair of the WTP Business Department, will appear with Greg Cangialosi, CEO of Nucleus Ventures and the Managing Member of Baltimore Angels, to discuss angel investing from the entrepreneur's point of view.
Connect with the Baltimore angel investor community - hear about latest trends in angel investing, perspectives from local angels, and presentations from innovative local startups.
Connect with the Baltimore angel investor community - hear about latest trends in angel investing, perspectives from local angels, and presentations from innovative local startups.
Whiteford is pleased to announce that “Best Law Firms” has awarded the firm exemplary rankings for 2026. Twenty-three of the firm’s practices are ranked at the national level, with the firm’s Bankruptcy, Construction Litigation and Real Estate Litigation practices receiving national Tier 1 rankings.
Whiteford is pleased to announce that “Best Law Firms” has awarded the firm exemplary rankings for 2026. Twenty-three of the firm’s practices are ranked at the national level, with the firm’s Bankruptcy, Construction Litigation and Real Estate Litigation practices receiving national Tier 1 rankings.
Whiteford is pleased to announce that “Best Law Firms” has awarded the firm exemplary rankings for 2026. Twenty of the firm’s practices are ranked in Virginia.
Whiteford is pleased to announce that “Best Law Firms” has awarded the firm exemplary rankings for 2026. Twenty of the firm’s practices are ranked in Virginia.
Whiteford has announced that Clare Lewis has joined the firm as a Partner in Richmond. Ms. Lewis represents independent sponsors, private equity and venture capital fund investors, and emerging growth and middle market companies on mergers and acquisitions, equity financings, corporate governance, fund formations and other matters.
Whiteford has announced that Clare Lewis has joined the firm as a Partner in Richmond. Ms. Lewis represents independent sponsors, private equity and venture capital fund investors, and emerging growth and middle market companies on mergers and acquisitions, equity financings, corporate governance, fund formations and other matters.
Whiteford is pleased to announce that “Best Law Firms” has awarded the firm exemplary rankings for 2025. Nineteen of the firm’s practices are ranked in Virginia.
Whiteford is pleased to announce that “Best Law Firms” has awarded the firm exemplary rankings for 2025. Nineteen of the firm’s practices are ranked in Virginia.
Whiteford is pleased to announce that “Best Law Firms” has awarded the firm exemplary rankings for 2025. Twenty-two of the firm’s practices are ranked at the national level, and the firm’s Bankruptcy, Construction and Labor & Employment litigation practices have been recognized with national Tier 1 rankings.
Whiteford is pleased to announce that “Best Law Firms” has awarded the firm exemplary rankings for 2025. Twenty-two of the firm’s practices are ranked at the national level, and the firm’s Bankruptcy, Construction and Labor & Employment litigation practices have been recognized with national Tier 1 rankings.
Whiteford, Taylor and Preston is pleased to announce that U.S. News and World Report - Best Lawyers ® “Best Law Firms” has awarded the firm exemplary rankings for 2023.
Whiteford, Taylor and Preston is pleased to announce that U.S. News and World Report - Best Lawyers ® “Best Law Firms” has awarded the firm exemplary rankings for 2023.
Whiteford, Taylor and Preston is pleased to announce that U.S. News and World Report - Best Lawyers® “Best Law Firms” has awarded the firm exemplary rankings for 2021. Twenty-two of the firm’s practices are ranked at the national level, and the firm’s Bankruptcy and Environmental Law practices have been recognized with national Tier 1 rankings.
Whiteford, Taylor and Preston is pleased to announce that U.S. News and World Report - Best Lawyers® “Best Law Firms” has awarded the firm exemplary rankings for 2021. Twenty-two of the firm’s practices are ranked at the national level, and the firm’s Bankruptcy and Environmental Law practices have been recognized with national Tier 1 rankings.
Whiteford, Taylor and Preston is pleased to announce that U.S. News and World Report - Best Lawyers ® “Best Law Firms” has awarded the firm exemplary rankings for 2020. Twenty of the firm’s practices are ranked at the national level, including two bankruptcy practices with national Tier 1 rankings. At the state level, an additional forty-two practices have been ranked in Maryland, Washington, D.C., and VA.
Whiteford, Taylor and Preston is pleased to announce that U.S. News and World Report - Best Lawyers ® “Best Law Firms” has awarded the firm exemplary rankings for 2020. Twenty of the firm’s practices are ranked at the national level, including two bankruptcy practices with national Tier 1 rankings. At the state level, an additional forty-two practices have been ranked in Maryland, Washington, D.C., and VA.
Whiteford, Taylor & Preston is pleased to announce that U.S. News and World Report - Best Lawyers ® “Best Law Firms” has awarded the firm exemplary rankings for 2019. Eighteen of the firm’s practices are ranked at the national level, including two practices with national Tier 1 rankings: Litigation and Bankruptcy. At the state level, an additional forty-six practices have been ranked in Maryland, Washington, D.C., and VA.
Whiteford, Taylor & Preston is pleased to announce that U.S. News and World Report - Best Lawyers ® “Best Law Firms” has awarded the firm exemplary rankings for 2019. Eighteen of the firm’s practices are ranked at the national level, including two practices with national Tier 1 rankings: Litigation and Bankruptcy. At the state level, an additional forty-six practices have been ranked in Maryland, Washington, D.C., and VA.
Baltimore – Whiteford, Taylor & Preston is pleased to announce that U.S. News and World Report - Best Lawyers ® “Best Law Firms” has awarded the firm exemplary rankings for 2018. Nineteen of the firm’s practices are ranked at the national level, including three practices with national Tier 1 rankings: Litigation, Bankruptcy and Real Estate. At the state level, an additional fifty practices have been ranked in Maryland, Washington, D.C., and VA.
Baltimore – Whiteford, Taylor & Preston is pleased to announce that U.S. News and World Report - Best Lawyers ® “Best Law Firms” has awarded the firm exemplary rankings for 2018. Nineteen of the firm’s practices are ranked at the national level, including three practices with national Tier 1 rankings: Litigation, Bankruptcy and Real Estate. At the state level, an additional fifty practices have been ranked in Maryland, Washington, D.C., and VA.
The 2017 edition of U.S. News and World Report - Best Lawyers ® “Best Law Firms” has awarded Whiteford, Taylor & Preston LLP exemplary ratings in its seventh annual rankings of law firms.
Twenty of the firm’s practices were ranked at the national level, as well as thirty-seven in Maryland, ten in Washington, D.C., and two in Roanoke, VA.
The 2017 edition of U.S. News and World Report - Best Lawyers ® “Best Law Firms” has awarded Whiteford, Taylor & Preston LLP exemplary ratings in its seventh annual rankings of law firms.
Twenty of the firm’s practices were ranked at the national level, as well as thirty-seven in Maryland, ten in Washington, D.C., and two in Roanoke, VA.
Fifty-nine lawyers from Whiteford, Taylor & Preston have been selected by their peers for inclusion in The Best Lawyers in America® 2016 (copyright 2015 by Woodward/White, Inc., of Aiken S.C.). The lawyers selected are based in the firm’s Maryland, Washington and Virginia offices.
Fifty-nine lawyers from Whiteford, Taylor & Preston have been selected by their peers for inclusion in The Best Lawyers in America® 2016 (copyright 2015 by Woodward/White, Inc., of Aiken S.C.). The lawyers selected are based in the firm’s Maryland, Washington and Virginia offices.
Whiteford Taylor & Preston LLP is very gratified to announce that the firm has once again received exemplary ratings in the fifth annual U.S. News & World Report rankings of law firms.
Whiteford Taylor & Preston LLP is very gratified to announce that the firm has once again received exemplary ratings in the fifth annual U.S. News & World Report rankings of law firms.
Whiteford Taylor & Preston LLP is very gratified to announce that the firm has received exemplary ratings in the second annual U.S. News & World Report rankings of law firms. In Maryland, WTP was rated highly in 34 practice areas, more than any other firm in the state.
Whiteford Taylor & Preston LLP is very gratified to announce that the firm has received exemplary ratings in the second annual U.S. News & World Report rankings of law firms. In Maryland, WTP was rated highly in 34 practice areas, more than any other firm in the state.
