THE FOUNDER AND THE TEAM

Brian J. Fonville

• Stanford Law School, J.D. • Stanford University, M.A.  • University of North Carolina, B.A. 

• Past experience at Skadden Arps (New York)

• Established Fonville Legal in 2018 — international legal services based out of Prague

  • solution-oriented approach that is practical and efficient

  • premium-quality contract drafting, negotiation, and revision 

  • licensed to practice law of New York, England & Wales, and the Czech Republic

  • formally affiliated with attorneys who have extensive BigLaw/Magic Circle experience

  • particular interest in green energy, cleantech, and sustainable development projects

• See Representative Transactions (below) for examples of professional engagements

• Curriculum Vitae

AFFILIATIONS:

Formally affiliated with Sequoia Legal and The Wallenstein Law Group as well as Seven Legal, an experienced team in London focused on venture capital and providing legal advice to entrepreneurs, start-ups, & high growth ventures (more information below)

Of Counsel to PEYTON Legal, a full-service law firm in Prague

University of London – Guest lecturer and former Adjunct Professor (lektor) at AAU Law School in Prague, offering a University of London LL.B.

CEELI Institute – Liaison between AAU and CEELI, a rule of law institute based in Prague; former research attorney

Law Society of England & Wales

THE FONVILLE LEGAL TEAM INCLUDES:

Seven Legal’s lawyers have completed hundreds of funding rounds in the London early-stage market from Seed to Series B and can provide advice on corporate, commercial, and employment matters.

Seven Legal website

REPRESENTATIVE TRANSACTIONS

Energy

• drafting corporate resolutions, revising indemnification provisions of engagement letter with major bank, preparing assignment agreements, and negotiating and revising NDAs, for fund focusing primarily on investments in new energy sources

• preparing a biomass plant feasibility study

• analysis of energy performance contracting market in Central Europe

• due diligence on a power plant and company producing an innovative energy-saving device

• complex post-privatization restructuring of a large energy concern, involving extensive document drafting and revision

General Corporate

• analyzing articles of association and bylaws and drafting necessary corporate resolutions to enable loan from parent company to subsidiary, revising aircraft leases, and drafting company privacy policy, for aviation finance group

• analyzing and revising acquisition documentation, drafting employment offer letters, and reviewing and revising engagement letters with a number of financial and other consulting firms, for investment group focusing on sustainable investments in Southeast Asia

• preparing board minutes, shareholder resolutions, and side letters for software company providing innovative healthcare workforce staffing platform

Investment Funds

• setting up, maintaining, restructuring, and acquiring private equity and hedge funds (for fund groups up to $1.4T in size)

• providing legal assistance and coordination in multiple closings to raise hybrid private equity/hedge fund's committed capital from $3.75B to $8.45B

• drafting documentation for investment vehicles and ownership vehicles (agreements of limited partnership, company formation documents, investor subscription booklets, legal opinions, assignment agreements), negotiating side letters, and reviewing subscription booklets, for private equity group managing $6B in capital commitments focusing on funds of funds and secondaries, majority-owned by major multinational bank

• drafting agreements of limited partnership, offering memoranda, investor subscription booklets, and assignment agreements for real estate-focused private equity fund having $732MM in committed capital

• reviewing and revising investment subscription booklets of major sovereign wealth fund managing over $200B

M&A (including Acquisition Finance)

• drafting, revising, and negotiating multimillion-dollar acquisition documentation for deals in the energy, healthcare, and manufacturing sectors, frequently including earn-outs, options, and other financial incentives

• preparing and revising credit facility agreements, many syndicated (for deals of up to $3.5B in size), e.g.:

  • for loan agreement in connection with $3.4B acquisition of a retail pharmacy chain, participated as part of two-member team under senior counsel on coordination of closing, including review and analysis of amendments and restatements of loan agreements, collation of comprehensive documentation to be listed in loan agreement schedules, discussions with general counsel of client, and negotiations with counsel for target on requirements of final loan agreement

• in-house coordination of multiple acquisitions in the software industry, e.g.:

  • legal coordination of $63MM acquisition of best-of-breed computer performance tuning software company, including due diligence and drafting of share purchase agreement, asset purchase agreement, and ancillary documentation including complex option and share exchange mechanism

  • legal coordination of $11MM acquisition of best-of-breed provider of internet browser toolbar software, including due diligence and drafting of share purchase agreement and asset purchase agreement

Real Estate

• preparing and revising commercial leases for three of the top commercial property operators and developers in Europe

• due diligence and preparing purchase agreements for site acquisitions by leading European real estate developers

• revising template documentation for financing real estate transactions and preparing such documentation for specific deals

• drafting operative documents and disclosure documentation for REIT having $455MM in committed capital

• advising on cross-border development of a sustainably-designed vacation resort

Software

• revising existing development and license agreement and asset purchase agreement for internet software product, to lock in new commercial terms, strengthen indemnification provisions, and clarify contractual language

• drafting partnership license agreement and exclusivity agreement with respect to toolbar optimization software provider

• negotiating and revising service agreement and statement of work (SOW) for technical analysis of online backup provider

• in-house coordination of negotiation and drafting of $9.75MM equity investment with call option, plus partnership license and marketing agreement, with provider of internet speed diagnostics services

• preparing $680,000 loan agreement under existing call option agreement to provider of a social networking aggregation product, preparing extension agreement to call option agreement

• helping a cutting-edge software company specializing in integrated development environment (IDE) tools with preparing bespoke software licenses and multimillion-dollar international contracts

• assisting software company with negotiation and drafting of professional services agreement and schedules with major multinational bank, and related commission agreement

Venture Capital and Startups

• company formation, preparation of founders' agreements, by-laws, employment agreements, operating agreements, etc., e.g.:

  • preparing LLC operating agreement for startup facilitating peer-to-peer boat sales

  • setting up limited liability company to handle translation services

• preparing CLNs (convertible loan notes), ASAs (advance subscription agreements), and SAFE notes (simple agreements for future equity) in the venture capital space

• preparing articles of association, subscription and shareholders agreement, founder service agreements, and intellectual property assignment agreements for company making innovative offsite manufacturing & project delivery software; negotiating with investors; coordinating closing of oversubscribed funding round

• implementing new terms into articles of association and subscription and shareholders agreement for a company assisting with explosive ordnance disposal and quality, environmental, and safety management systems

• preparing articles of association, subscription and shareholders agreements, and founder service agreements for a company helping firms measure, manage, and improve supply chain resilience and sustainability in electric car battery manufacture