Rachel Goddard

Partner
Full contact info

I love the fund formation work that I do, and the clients and Cooley team I do it with. Together, we build funds that jump-start the cutting-edge companies of tomorrow.

About Rachel

Rachel advises clients on the formation and representation of venture capital funds and other private equity partnerships, including funds of funds and special purpose vehicles. She primarily represents sponsor organizations, ranging from some of the most well-known multibillion-dollar investment firms to much smaller firms forming seed and early-stage venture capital, angel and similar microcap funds. Rachel’s varied experience also includes advising leading venture capital and private equity firms in preferred stock financings, as well as institutional lenders in acquisition financing and mezzanine debt transactions. In addition to her robust practice representing investment funds, Rachel has experience in mergers and acquisitions and 501(c)(3) nonprofit corporate formation work.

As fund counsel, Rachel’s clients turn to her for all aspects of the fundraising process, including providing sophisticated market intelligence on fund terms and conditions; reviewing and preparing fundraising documentation, including private placement memoranda, roadshow presentations and diligence materials; formulating marketing plans and strategies; and preparing all governing agreements and leading negotiations with various participants in the fund formation process, including investors, private placement agents and gatekeeper organizations. Rachel also advises clients on internal general partner and management company governance, investment personnel matters, and investment adviser and other regulatory compliance matters.

Rachel’s representative fund formation clients include Edison Partners, Industry Ventures, Glynn Capital, UnitedHealth Group (Optum Ventures), ACME Capital, Tribeca Venture Partners, Cultivian Sandbox Ventures, LV Management (Lilly Ventures), Lightstone Ventures, Plug and Play Ventures, Anacapa Partners, Oakhouse Partners, V1.VC, Range Ventures and Chingona Ventures.

Education

William & Mary Law School
JD, 1999, Order of the Coif

University of Notre Dame
BA, 1996, History & Environmental Science, cum laude

Court admissions

US District Court for the Northern District of Indiana

US District Court for the Southern District of Indiana

US Court of Appeals for the Fourth Circuit

Memberships & affiliations

American Bar Association

The Virginia Bar Association

Indiana State Bar Association