Latex products developer Vystar Corp. of Gwinnett County tapped longtime counsel Greenberg Traurig partner Gerald Baxter for work on its plans to issue stock to a venture capital company.

Universal Capital Management Inc., a publicly traded venture capital company based in Wilmington, Del., is an investor in Vystar, according to regulatory documents. UCM also provides management services, strategic planning, investment banking consultation and other services to Vystar. As payment for those services, Vystar intends to issue 600,000 shares of common stock to UCM.

The transaction is described in Vystar’s prospectus as an initial public offering. Baxter declined to comment, citing the Securities and Exchange Commission’s “quiet period” rules for companies in the midst of preparing for an IPO.

Vystar, based in Duluth, owns the rights to a technology used to make natural rubber latex products. The technology, which is branded under the name Vytex, reduces “antigenic protein in natural rubber latex products made with Vytex to virtually undetectable levels,” according to the company’s prospectus. “Allergic reactions to untreated latex are a significant detriment affecting numerous individuals globally,” the company said.

In April, Vystar signed a contract with a Malaysian company to commercially manufacture its products.

Ballard Spahr Andrews & Ingersoll partner Kean DeCarlo in Atlanta and Dergosits & Noah partner Michael Dergosits in San Francisco are listed in U.S. Patent & Trademark Office records as intellectual property counsel to Vystar.

Morris, Manning & Martin partner Ed Hirsch advised Chain Reaction Ecommerce Inc. on a $5 million venture capital investment, according to the law firm.  MMM associates Lou Barbieri and Scott Allen also worked on the deal. Total Technology Ventures LLC invested $2.5 million in the Atlanta company. Other unnamed investors put in the additional $2.5 million. Chain Reaction’s open-source software product, called CRE Loaded, allows companies to create and manage Web sites for selling products.

Troughs in the economy are often often the best time for angels to make investments, said DLA Piper partner Jeff Leavitt. That’s apparently the thinking used by angels who have invested in Purewire Inc.

Leavitt represented software maker Purewire this month in negotiating the terms of a $2 million investment from a group of angel investors. The angel group was led by Imlay Investments of Atlanta.

Angel investors, also known as seed investors, typically make investments of $2 million or less. Angels put their own personal money into companies; in comparison, venture capital firms invest money raised from outside sources.

In exchange for the investment, angels typically get a seat on the company’s board and preferred company stock along with voting rights. Lately, however, Leavitt said the angel investors with whom he’s negotiated have received convertible debt in the company, instead of preferred stock. That’s what happened in the Purewire transaction – the investors received a convertible note instead of stock.

“The benefit with convertible debt is that you don’t have to price the deal,” Leavitt said. “Usually for an angel, the company is too new for the angel to put a valuation on the company.”

With a convertible note, you can defer the valuation negotiation” until a later round of financing when the company raises equity, Leavitt said. Convertible debt also provides a benefit to the target company, because they don’t have to put a value on their assets too soon, he said.

Leavitt said he’s closed several angel-investment deals lately because of the downturn in the economy, rather than in spite of it. That’s because angel investors know they could reap a larger return when the market rebounds.

“A lot of the best returns on angel investments historically have been made in downturns,” Leavitt said.

Purewire makes software used to provide Internet security for businesses. Along with its $2 million investment, Atlanta-based Purewire said that it also named former Internet Security Systems CEO Thomas Noonan to its board.

Two Morris, Manning & Martin attorneys were counsel to a Florida maker of lithium polymer batteries on a round of financing.

BlueCrest Capital Finance LP served up $5 million in senior debt for Solicore Inc., and a group of existing investors ponied up an additional $2 million in convertible subordinated debt for Solicore. MMM partner David Calhoun and associate Christopher Maxwell, both in Atlanta, advised Solicore. BlueCrest, a Chicago-based investment firm, relied on in-house counsel, Calhoun said.

The group of existing investors in Solicore who participated in the new financing round included Draper Fisher Jurvetson of Menlo Park, Calif.; the venture-capital arm of Ontario Power Generation of Toronto; and Firelake Capital Management of Palo Alto, Calif.

Solicore, of Lakeland, Fla., makes ultra-thin, flexible solid-state electrolyte batteries, under the Flexion brand name, used in computerized credit cards, medical devices and radio-frequency identification tags.

Atlanta attorney Mike Siavage advised Brightree LLC on obtaining a venture capital investment from Battery Ventures of Massachusetts. Brightree and Battery Ventures did not disclose the size of the investment.

Siavage, whose three-man firm is called Siavage Law Group, said he’s been outside counsel to Brightree since the company was formed in 2001. Siavage advised Brightree on corporate and intellectual property aspects of the transaction with Battery Ventures.

Siavage said he hasn’t seen a slowdown in venture-capital transactions, in spite of general economic weakness.

“We’re kind of recession-proof,” Siavage said.

Brightree, headquartered in Duluth, makes software used by companies in several healthcare-related industries, including home medical equipment, and orthotics and prosthetics. Its software is used in inventory management and claims processing. Brightree said in a press release that it’s the second-largest filer of Medicare claims in the U.S. Some of Brightree’s customers include of Extrakare LLC of Norcross and MaxCare Bionics of Indianapolis.

Battery Ventures, of Waltham, Mass., specializes in making investments in upstart technology companies. Its investment portfolio has included Akamai Technologies, Cbeyond, Focal Communications and others. Cooley Godward Kronish advised Battery Ventures on its investment in Brightree.

If you’re a technology company in Atlanta, you’ve got a big supply of talent in the city with Georgia Tech grads all over the place. But if you’re a technology company in Atlanta that’s also partly an advertising company, you probably need a presence in New York, too.

Thus, ViTrue Inc. of Atlanta agreed to acquire UGENmedia of New York, according to ViTrue’s legal counsel, Morris, Manning & Martin partners Ed Hirsch and Paul Arne.

ViTrue peddles software to big companies which allow those companies’ consumers to make Internet videos about how much they love their products. The companies then distribute those consumer-made videos in places like YouTube.

One such video: an interview with a woman who loved Chick-fil-A’s sandwiches so much, she decked out her home’s decorations, even the clothes on her body, in Chick-fil-A’s ubiquitous black-and-white cows.

“You really can’t get that kind of endorsement or excitement about a brand in any other way,” Arne said.

ViTrue’s technology has attracted a long line of branded-product companies, from Pringles potato chips to VH1. But since ViTrue’s product is essentially an advertising vehicle, ViTrue needed better contacts in New York, the center of the advertising universe, Arne said. UGENmedia, founded by a former DoubleClick employee, has those connections. UGENmedia’s technologies are also used as applications on the social-networking sites Facebook and MySpace.

ViTrue has some heavy hitters supporting its efforts. Its investors include Turner Broadcasting, Comcast, Dace Ventures and General Catalyst Partners. The company also recently named former Coca-Cola Co. president Steven Heyer its vice chairman.

In addition to Arne and Hirsch, Morris Manning associates Scott Allen and Chris Maxwell also worked on the ViTrue deal. Silverberg Stonehill Goldsmith & Haber in New York was counsel to UGENmedia.

Morris, Manning & Martin partner Grant Collingsworth advised an Alpharetta software company founded by a former Weil, Gotshal & Manges corporate attorney on its buyout by German software titan SAP AG.

Visiprise Inc. announced this month that it had agreed to be acquired by SAP for undisclosed terms. The deal is expected to close next month. Privately held Visiprise had been an SAP partner since 2005, Collingsworth said. Morris Manning had been Visiprise’s outside corporate counsel since 1999, he said.

Founded by former Weil Gotshal attorney Sean McCloskey, Visiprise makes software used by manufacturing companies like Hitachi and Philips to optimize production processes. SAP, RRE Ventures of New York, Investor Growth Capital of Stockholm and Wheatley Partners of Long Island are the primary venture-capital investors in Visiprise.

SAP, of Walldorf, Germany, is the world’s largest maker of business-management software.

Jones Day lawyers in Palo Alto, Calif. advised SAP. Visiprise took investment-bank advice from Perella Weinberg Partners.

A longtime relationship between Seyfarth Shaw and a Florida software company may be coming to an end. Seyfarth partners Joseph V. “Jay” Myers III and Louann Bronstein in Atlanta are advising Vurv Technology Inc. on its sale agreement with Taleo Corp. of Silicon Valley.

Both Vurv, of Jacksonville, Fla., and Taleo, of Dublin, Calif., make software that allows companies to recruit new employees and manage an existing workforce. Vurv counts among its customers Aetna, L.L. Bean and Porsche. Taleo agreed to buy privately held Vurv for $128.8 million in cash and stock. The deal is contingent on approval from federal and California state regulators, and it’s expected to close next month.

Seyfarth has done legal work for Vurv for more than a decade, Myers said. He added that it hasn't yet been determined whether Seyfarth will continue to do legal work for Vurv once it becomes part of Taleo.

For the work on the Vurv-Taleo deal, Seyfarth brought in attorneys from its Boston, New York and Chicago offices, in addition to Atlanta. From Atlanta, partner Kathryn B. Solley and associate Frances-Ann Moran worked on the deal with Myers and Bronstein. Wilson Sonsini Goodrich & Rosati advised Taleo.

Two venture capital funds, QuestMark Partners of Baltimore and Tudor Ventures Group of Boston, invested $33.4 million in Vurv, and hold two seats on Vurv's board. Company founder Derek Mercer owns about 23 percent of Vurv.