Gould + Ratner

Gregory

Branson

Associate

Gregory Branson advises start-up and emerging growth companies, founders, and investors at every stage of the business lifecycle, from formation and early financing through growth, governance, and exit. He partners with clients to structure and negotiate transactions that position companies for long-term success, providing practical counsel that allows leadership teams to move forward with clarity and confidence.

Greg’s practice focuses on emerging companies and venture capital matters. He regularly represents companies in:

  • Seed and venture financings, including SAFE, convertible note, and preferred equity rounds
  • Corporate governance and board advisory matters
  • Equity compensation and incentive plan structuring
  • Credit facilities and other financing arrangements
  • Mergers, asset purchases, and other exit transactions

In addition to advising founder-led companies, Greg has significant experience representing institutional venture investors, including Fortune 500 companies making strategic venture investments. His work spans traditional venture capital transactions as well as broader corporate matters for privately held businesses navigating rapid growth.

Greg works across industries and is particularly experienced with SaaS, emerging technology, AI-focused companies, clean energy and green technology ventures, healthcare, and automotive-related investments.

Before joining Gould & Ratner, Greg practiced for five years at a national law firm, where he advised companies and investors on complex transactional matters. Prior to law school, he was a Certified Public Accountant at PwC in Chicago, providing audit and assurance services to private companies, experience that gives him a strong financial foundation when structuring transactions and advising management teams.

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Credentials

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Education

  • University of Michigan Law School, J.D.
  • University of Iowa, B.S., Accounting

Bar Admissions

  • Illinois

Key Cases or Transactions

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  • Represented a medical device company in its formation and initial capitalization, including founder equity structuring, equity incentive planning, SAFE preparation, 409A valuation coordination, and capitalization modeling.
  • Advised a multinational energy company as a co-investor in more than 15 early-stage renewable energy companies (pre-Seed through Series B), negotiating convertible notes, SAFEs, stock purchase agreements, charters, stockholder agreements, and side letters.
  • Represented a healthcare imaging company in its $14 million Series A preferred stock financing, negotiating the term sheet and primary transaction documents and coordinating investor rights and disclosure matters.
  • Served as counsel to a multinational automobile company as lead investor in a $600 million Series C financing of a battery materials manufacturer, leading transaction document review, diligence analysis, and post-closing follow-on investment matters.
  • Advised a healthcare SaaS company in its conversion from an LLC to a Delaware corporation and subsequent $70 million convertible note financing, structuring the conversion to preserve complex economic and governance rights across multiple equity classes.
  • Represented a healthcare investment firm in a $20 million convertible note financing and related restructuring of a healthcare SaaS company’s existing debt and preferred equity.
  • Represented a growth-stage SaaS company in five acquisitions with enterprise values ranging from $20 to $75 million, leading negotiation of merger agreements, diligence review, and lender coordination.
  • Advised a beverage company in the sale of its assets to a strategic investor, negotiating the asset purchase agreement and coordinating closing and distribution matters.
  • Represented a private equity firm in a $70 million controlling investment in a healthcare facility company, negotiating transaction documents, governance terms, and management arrangements.
  • Advised a private equity firm in a $35 million controlling investment in a financial services company, including capitalization structuring, profits interests, diligence review, and negotiation of primary transaction documents.
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