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Silicon Valley Corporate Law Update 2015: Start-Ups, Financings, IPOs, M&A


Speaker(s): Alan F. Denenberg, Annemarie Tierney, Craig Jacoby, Curtis L. Mo, Gregory W. Heibel, Jane Ross, Peter M. Astiz, Richard Capelouto, Samuel B. Angus, Steven J. Tonsfeldt, Yoichiro Taku
Recorded on: May. 20, 2015
PLI Program #: 129617

Annemarie Tierney joined Nasdaq Private Market in March 2015 as Vice President – Head of Strategy and New Markets, where she is responsible for identifying and assessing potential new private issuer products and services, including from a legal and regulatory point of view.  From 2010 to March 2015, Ms. Tierney was General Counsel and Corporate Secretary of SecondMarket Holdings, Inc. (now Digital Currency Group), a disruptive private financial services company that provided secondary liquidity for unregistered assets (including private company stock and fixed income products) through its registered broker dealer subsidiaries, and also created and launched the first private bitcoin investment vehicle through its asset management subsidiary.

From 2008 to 2010, Ms. Tierney served as General Counsel and Corporate Secretary to NYFIX, Inc., a Nasdaq listed public company, with responsibility for a wide range of corporate and legal issues.  From 2002 to 2008, Ms. Tierney was Assistant General Counsel in the Office of the General Counsel of NYSE Euronext, where she had primary responsibility for NYSE Euronext’s SEC and AMF reporting function.  Ms. Tierney also acted as counsel to the NYSE Global Listings Group, with particular responsibility for corporate governance and quantitative listing standards.  From 1996 to 2002, Ms. Tierney was a Senior Associate in the corporate finance group at Skadden, Arps, Slate, Meagher & Flom LLP, London and New York.  From 1990 to 1996, Ms. Tierney served as Special Counsel in the Office of International Corporate Finance in the Division of Corporation Finance at the U.S. Securities and Exchange Commission, with responsibility for a wide range of rulemaking and interpretative issues.

In 2016, Ms. Tierney was appointed as a member of the SEC’s Advisory Committee on Small and Emerging Companies.  She is a frequent speaker on a range of legal issues impacting private companies and, in 2014, presented testimony to the Capital Markets Subcommittee of the U.S. House of Representatives Financial Services Committee on the importance of facilitating private company secondary liquidity.  Ms. Tierney has also provided support to members of Congress and their staff on a range of legislation impacting private companies, including the JOBS Act of 2012 and the FAST Act of 2015.  She is a member of the Board of the Association of Securities and Exchange Commission Alumni, Inc., a not for profit organization.

Ms. Tierney earned her JD at the Columbus School of Law at the Catholic University of America, and her BS (Finance) and BA (International Relations) at the University of Delaware.


Craig Jacoby specializes in representing high growth companies and their investors and is the Chair of Cooley's Emerging Companies group. He has helped to form, finance and advise hundreds of emerging businesses in areas such as Internet and digital media, consumer products, clean technologies, software, medical devices and business services. In the past five years, he has led hundreds of startup financings, with an aggregate value greater than $1 billion, and has led teams advising companies on several dozen mergers and acquisitions.

Mr. Jacoby received a JD, with distinction, in 1996 from Stanford Law School, where he was elected to Order of the Coif. Following law school, he was a judicial clerk with the Honorable Charles A. Legge of the U.S. District Court for the Northern District of California. Mr. Jacoby also holds a MA in International Studies from the Paul H. Nitze School of Advanced International Studies (SAIS) at Johns Hopkins University and a BA in English and Economics, magna cum laude, from the University of Pennsylvania, where he was elected to Phi Beta Kappa. He also studied Italian cinema as a Fulbright scholar in Rome, Italy.

He is a member of the California Bar Association and is admitted to practice before the U.S. District Court for the Northern District of California. He co-founded and serves as Board Chair for the non-profit organization VolunteerMatch. He is also a member of Cooley's Pro Bono Committee.


Curtis Mo is recognized as a leading corporate and securities lawyer in Silicon Valley.

Curtis has represented emerging growth companies, major public companies, investment banks, venture capital funds and private equity funds in hundreds of public offerings, mergers and acquisitions, buyouts, venture capital financings and other complex transactions. He has extensive experience in corporate governance matters and regularly acts as general outside counsel to public and private companies at all stages of development, particularly in the technology, life sciences, clean energy technology and consumer sectors.

He has handled special projects that have had significant impact on the technology sector, including the spin-off of Firefox from Mozilla, the establishment of the Wordpress Foundation, and the creation of the Internet of Things Consortium.

PRESENTATIONS AND SEMINARS

  • Founder and Co-chair, PLI's Venture Capital and Silicon Valley Corporate Law Update conferences, Co-chair, Annual Institute on Securities Regulation (2001 – 2006)
  • Advisory Board, Annual Securities Regulation Institute in San Diego

PROFESSIONAL EXPERIENCE

  • Curtis was the founding and managing partner of the Palo Alto office of two different national law firms, and co-chair of the Corporate group in Silicon Valley for a third.

RECOGNITIONS

  • M&A Advisor 2013 Award for Technology, Media, Telecom Dealmaking
  • Chambers USA has recognized Curtis as a leader in Corporate/M&A: Venture Capital and Corporate/M&A: Deals in Asia.
  • American Lawyer "Dealmaker of the Year," 2003
  • AlwaysOn: "100 Top Deal Makers" list
  • California Law Business "Top 20 Lawyers in the State of California under the Age of 40"
  • IPO Vital Signs, Top 100 IPO Lawyers
  • San Jose magazine, Top Lawyers in Silicon Valley

CREDENTIALS

Education
Columbia University School of Law J.D.

Columbia University B.A.

Admissions
California
New York


Greg Heibel, a partner in the Silicon Valley office, is a member of the Emerging Companies Group, which advises emerging and public technology companies, venture capital firms and other technology investors, as well as Orrick’s Energy Group.

Mr. Heibel’s practice includes the formation, financing and general corporate counseling of rapidly growing technology companies; the representation of venture capital firms and other investors in private and public offerings, as well as other complex transactions related to high growth companies.

Mr. Heibel has completed hundreds of financings, mergers, acquisitions and intellectual property transactions for clients in the networking, wireless, Internet, software, life sciences and consumer industries. Additionally, Mr. Heibel has represented numerous Nasdaq listed companies in their public offering, mergers and acquisitions and ongoing corporate governance needs, including Foundry Networks, Virage Networks, Adeza, Laserscope, Intellisync and Preview Systems.

Some of these clients include:

  • Argyle Data (funded by Acero Capital, ATA Ventures, Intel Capital, Qualcomm Ventures, SK Telecom Ventures, Vodafone)
  • Banyan Water (funded by Catamount Ventures, Cue Ball Capital, Centennial Ventures)
  • Bash Gaming (funded by Tandem Capital)
  • Biba (funded by Benchmark Capital, InterWest Partners, Trinity Ventures)
  • CubeTree (acquired by SuccessFactors)
  • EchoSign (acquired by Adobe Systems)
  • eduPath (funded by Mohr Davidow Ventures, Qualcomm Ventures and TriplePoint Capital)
  • Facebook (funded by Accel Partners, Founders Fund, Microsoft and others)
  • Firetide (funded by Menlo Ventures, Coral Management and Mitsui)
  • Fractal Analytics (funded by TA Associates)
  • Handmark (acquired by Sprint)
  • HubPages (funded by Hummer Winblad Venture Partners, Storm Ventures)
  • Life360 (funded by Bessemer Venture Partners, Fontinalis Partners)
  • MashLogic (acquired by Groupon)
  • MyTime (funded by Upfront Ventures)
  • QuickPay (funded by Fontinalis Partners)
  • Recurrent Energy (acquired by Sharp)
  • SideCar (funded by Lightspeed Venture Partners, Google Ventures, Union Square Ventures)
  • Sincerely (acquired by Provide Commerce)
  • Snapverse (funded by private investors)
  • Sqor (funded by private investors)
  • SoMetrics (acquired by American Express)
  • TidalScale (funded by Hummer Winblad Venture Partners)
  • UniversityNow (funded by Bertelsmann AG, University Ventures, Kapor Capital, Novak Biddle Venture Partners)
  • Verayo (funded by Khosla Ventures)
  • Voxify (funded by Palomar Ventures, El Dorado Ventures and Sigma Partners)
  • Zoosk (funded by Canaan Partners)

Mr. Heibel also was an Assistant Investment Manager for Genevest, a venture capital firm based in Geneva, Switzerland, where he participated in the first organizational meeting of the European Union World Wide Web Consortium. In addition, Mr. Heibel has worked with a number of venture capital backed technology companies in operational and advisory roles, including Intellimeter, eT Communications and Metering Technology Corporation.

Mr. Heibel also has represented numerous venture capital firms in their investment activities, including Canaan Partners, Lux Capital, Total Ventures, Sigma Capital, Maveron, Menlo Ventures, Mohr Davidow Ventures, Kleiner Perkins Caufield & Byers, Bessemer Venture Partners, VantagePoint Venture Partners and Grey Capital.

Mr. Heibel is a frequent member of the Practicing Law Institute faculty on venture capital and other early stage financing transactions.

Before joining Orrick, Mr. Heibel was an attorney with Venture Law Group.

Admitted In 

  • California

Practices

  • Emerging Companies

Education

  • J.D., cum laude, Cornell Law School
  • M.B.A., Cornell University, Johnson Graduate School of Management
  • B.A., with honors and distinction in general scholarship, University of California, Berkeley

Memberships

  • State Bar of California


Jane Ross is a partner in the Mergers and Acquisitions practice in Weil’s Silicon Valley office, where she focuses on representing acquirers and targets in numerous acquisitions of both public and private companies in the information technology, healthcare and pharmaceutical sectors. Ms. Ross also has extensive experience handling cross-border transactions and complex cross-border joint ventures.

Ms. Ross was named among Law360's Top Female Deal Makers in 2011 and was named one of California Lawyer magazine's 2012 “California Attorneys of the Year.” She was also recognized as one of The Recorder’s “50 Women Leaders in Tech Law” and was recognized as an “expert” in M&A by Expert Guides’ “Women in Business Law” in 2014. She was included in the Daily Journal's list of the Top 100 Lawyers in California of 2012 and 2013, as well as the publication's list of the Top Women Lawyers of 2011-2014. She was named as a “leading” lawyer for M&A in the U.S. by IFLR1000. Ms. Ross has been recognized by Chambers USA for M&A in California, with sources describing her as “extremely knowledgeable, responsive and wonderful to interact with.” She has also been recognized by The Legal 500 in the field of Mergers, Acquisitions and Buyouts, where she has been described as “a wonderful M&A lawyer” who is “a pragmatic straight-shooter, cost effective and driven to achieve great results for her clients.”

Ms. Ross is an active member of the American Bar Association and the Quebec Bar Association.


Mr. Denenberg is a member of Davis Polk’s Corporate Department and head of the Menlo Park office. He has extensive experience in corporate finance and mergers and acquisitions transactions. His practice includes a broad range of public and private equity and debt financing representing both domestic and foreign issuers and underwriters in a variety of industries, including technology, telecommunications, health care, retail and manufacturing. In the mergers and acquisitions area, Mr. Denenberg has worked on a number of public and private transactions, representing both acquirer and target companies, as well as private equity firms. He has also worked on public offerings, including convertible, investment-grade and high-yield debt and equity offerings, and regularly provided general corporate advice to a variety of companies.

Mr. Denenberg spent five years practicing in Asia, during which time he focused on cross-border financings and mergers and acquisitions.

He is a top-ranked lawyer in several leading legal industry publications, including Chambers Global, Chambers USA, IFLR1000, Practical Law Company’s Cross-border Finance: Secured Lending Handbook and Cross-border Capital Markets Handbook, Law Business Research’s Who’s Who Legal: California and Daily Journal’s Top 100 California Lawyers. He was named an American Lawyer “Dealmaker of the Year” in 2014 and “Lawyer of the Year” in San Francisco Securities/Capital Markets Law by Best Lawyers 2014. He is a frequent speaker at PLI seminars and a member of the NASDAQ Private Market Board of Advisors.

Mr Denenberg joined Davis Polk as a partner in 2000. Before joining the firm, he was a partner at Shearman & Sterling in San Francisco and a managing partner of their Singapore office.

He is admitted to the bars of California and New York.

Mr. Denenberg graduated from McGill University in 1982. He received his LL.B. from Osgood Hall Law School of York University in 1985 and his LL.M. from Columbia Law School in 1987.


Peter Astiz focuses on general counsel services for high technology companies; private and public financing transactions; and mergers and acquisitions. 

Peter represents both issuers and underwriters in initial public offerings and follow-on offerings as well as convertible debt offerings under Rule 144A. Among his many IPOs, Peter represented salesforce.com in the first SaaS IPO and the underwriters in connection with the Groupon IPO. He also represents buyers and sellers in public and private merger and acquisition transactions. Peter also represents issuers and venture capitalists in venture capital and other private placement financings.

Peter was previously Chief Operating Officer and General Counsel of Emusic.com (Nasdaq:EMUS).

CREDENTIALS

Education

University of San Francisco (1982) J.D.
Articles Editor, Law Review

University of California at Berkeley (1979) B.S.
Business Administration, specializations in accounting and finance

Admissions

California


Samuel Angus concentrates his practice on advising start-up/venture-backed companies, seed, venture capital and debt financings, mergers and acquisitions, intellectual property licensing, joint ventures and general corporate matters.

Sam represents a broad range of companies from privately held start-up companies to publicly traded corporations. His practice also includes advising entrepreneurs and investors.

Sam served as counsel for Kosmix, Inc. in connection with its acquisition by Walmart. He also counseled Naxon Corporation (Wineshopper.com) on its acquisition of Wine.com, Inc., Ingenio, Inc. on its acquisition by AT&T Yellow Pages, Junglee Corp. on its $300 million acquisition by Amazon.com, Inc., and Blue Lava Wireless on its $140 million acquisition by JAMDAT Mobile.

Prior to joining Fenwick & West, Sam practiced commercial lending law at Lillick & Charles. Prior to becoming a lawyer, Mr. Angus was a founder and the chief executive officer of Design Look Publications, Inc., a publisher of fine art calendars and other published gift products.

Sam sits on the advisory board of the Lester Center for Entrepreneurship & Innovation at the University of California, Berkeley. He also frequently lectures at the Haas School of Business and the Stanford Technology Ventures Program.


Steven Tonsfeldt represents public and private companies in domestic and cross-border M&A transactions, contested transactions, hostile takeovers and defense planning. He also advises private investors and their portfolio companies on investment and acquisition transactions, and financial advisors working with companies engaged in transactional matters.

Over the past several years, Steve has led lawyer teams in acquisition transactions having an aggregate value of well over US$100 billion.

Steve has been ranked in Corporate/M&A by Chambers USA for more than a decade. The American Lawyer has named Steve a Dealmaker of the Week. He has been recognized as a leading corporate lawyer in The Best Lawyers in America, Lawdragon, The Legal 500 and Who's Who Legal: Corporate - M&A and Governance. San Francisco Magazine has named Steve a Northern California "Super Lawyer" for many years. Steve is a past member of the Law360 M&A editorial advisory board.

Steve is a frequent speaker on corporate and M&A topics. He served on the coordinating committee for the American Bar Association's most recent Delaware Business Law Forum.

Prior to law school, Steve worked as a certified public accountant with Deloitte & Touche. He also taught accounting at UC Berkeley's Haas School of Business as a graduate student instructor.

Bar Admissions

  • California


Founding member and Head of the Palo Alto office, Richard Capelouto is a Partner in the Corporate Department. Rich Capelouto advises clients in mergers and acquisitions and securities law matters, including leveraged buyouts, joint ventures, public company acquisitions and restructurings. Having worked in Silicon Valley since 1999, Rich has been involved in many of the largest and most sophisticated deals in the tech sector in recent years.  

Several publications have recognized Rich for his experience and client service. Private Equity International’s 2013 “The Legal Power of 30” named Rich as, “[o]ne of the most influential lawyers working in the private equity industry today,” and “Capelouto is now widely regarded as the leader in his field in California.” He was also recently recognized by Chambers USA, where he was ranked Band 1, and designated “a great lawyer and a great businessman,” and “highly effective on bigger, complex deals.” 

Rich joined Simpson Thacher in 1986 and was elected Partner in 1994. He received his B.A., summa cum laude, from Rutgers University in 1983 and his J.D., cum laude, from Harvard Law School in 1986. He is admitted to practice in California and New York.


Yoichiro (Yokum) Taku is a corporate and securities partner at Wilson Sonsini Goodrich & Rosati. Yokum represents technology and growth companies at all stages of development, through private financings, strategic transactions, public offerings, and mergers and acquisitions. He also represents investors in venture capital financings. Yokum has advised numerous entrepreneurs from initial company formation to liquidity event. At any time, Yokum typically represents start-up companies seeking venture financing, private companies that have received financing, and publicly traded companies.  Yokum maintains a personal website at www.startupcompanylawyer.com.