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Venture Capital 2016: Nuts and Bolts

Speaker(s): Brian C. Wheeler, Buddy Arnheim, Curtis L. Mo, Gregory W. Heibel, Jonathan Baer, Matthew P. Quilter, Michael H. Irvine, Neil Wolff, Rachel B. Proffitt, Scott D. Karchmer, Stephen Salmon, Thomas W. Kellerman
Recorded on: Apr. 13, 2016
PLI Program #: 150015

Matthew P. Quilter represents emerging companies, entrepreneurs and venture capital firms, with an emphasis on working with entrepreneurs in launching businesses in the infrastructure, enterprise software, and semiconductor sectors of the technology market. As principal outside counsel for these companies, he represents them in their formation activities, through venture capital financings and corporate partnering relationships to initial public offerings as well as mergers and acquisitions. 

The following are among the clients Matt has represented:

  • Alta Devices
  • Concur Technologies
  • eBay
  • eShop
  • Infoblox
  • Interwoven
  • Keyhole (now part of Google)
  • Keynote Systems
  • Luxtera
  • §nCircle Network Security
  • Netscreen Technologies
  • Proofpoint

Matt is a member of the State Bar of California. He received his B.A., magna cum laude, from Princeton University in 1974, and his J.D. from the University of Pennsylvania in 1982.

Neil Wolff
Managing Director & General Counsel

Neil has been a senior team member at VantagePoint Capital Partners since 2006. VantagePoint is one of the world's largest venture capital firms, a leader in financing innovative companies addressing energy and resource limitations globally. He was a partner at Wilson Sonsini Goodrich & Rosati, which he joined in 1985, representing entrepreneurial companies, venture capital investors, public companies and investment banks in IT, healthcare and cleantech transactions. Neil worked at Nagashima Ohno and Tsunematsu in Tokyo in 1987-88. Between his business degree and law school Neil worked in the Research Department of Hambrecht & Quist. Neil is a graduate of the University of Florida (BA), Oxford University (M.Phil. in Management) and UCLA School of Law (JD).

Brian Wheeler focuses his practice on public and private mergers and acquisitions, joint ventures, strategic alliances, corporate governance and financial advisor representations. He also has extensive experience in cross-border M&A transactions.

Brian’s work encompasses a wide variety of industries, including technology, pharmaceuticals, medical devices, telecommunications, energy and financial services.


Brian's recent transactions include the representation of:

  • NASDAQ-listed Move, Inc., operator of, in its US$995 million sale to News Corporation
  • ProteinSimple in its US$300 million sale to Techne Corporation
  • CardioKinetix in its US$50 million financing and entry into a merger option agreement granting Edwards Lifesciences Corporation the right to acquire the company
  • Kik Interactive, Inc. in its acquisition of Endemic Mobile, developer of the Relay GIF messaging app
  • Paratek Pharmaceuticals in its acquisition of NASDAQ-listed Transcept Pharmaceuticals and its related US$93 million financing
  • Jaspersoft in its US$185 million sale to TIBCO Software, Inc.
  • Griffin Holdings LLC in its acquisition of NASDAQ-listed Tufco Technologies, Inc.
  • Jazz Pharmaceuticals in its acquisition of the rights to ADX-NO5 from Aerial BioPharma
  • Brocade Communications in the sale of its adapter and mezzanine card business to Qlogic Corporation
  • NextBio in its sale to Illumina, Inc.
  • Simcere Pharmaceutical Holding in a broad-ranging strategic partnership with Merck & Co., Inc. for the sale and potential manufacturing of medicines in China, including the establishment of an equity joint venture and the co-marketing and co-promotion of various Merck- and Simcere-branded medicines
  • FUJIFILM Holdings Corporation in its US$995 million acquisition of NASDAQ-listed SonoSite, Inc.
  • The special committee of the board of directors of China Real Estate Information Corporation in its US$278 million acquisition by its majority shareholder E-House (China) Holdings Limited
  • SINA Corporation in connection with its investments in Tudou Holdings Limited and E-House (China) Holdings Limited and various other general corporate matters
  • Shiseido Company, Limited in its US$1.7 billion acquisition of NASDAQ-listed Bare Escentuals, Inc.
  • Mizuho Corporate Bank, Ltd. in its acquisition of Banco WestLB do Brasil S.A. from WestLB AG; its US$120 million investment in and strategic alliance with Evercore Partners Inc.; and its US$1.2 billion investment in Merrill Lynch & Co., Inc.
  • Goldman Sachs Principal Investments Area in investments in a PRC-based media company and a Korean pharmaceutical company
  • The Longreach Group in its US$694 million acquisition of a 51 percent interest in EnTie Commercial Bank, Ltd.


  • Key executive compensation issues in M&A transactions for in-house counsel, 6 Apr 2016
  • Key executive compensation issues in M&A transactions for in-house counsel, 5 Apr 2016


Earlier in his career, Brian practiced in Tokyo for seven years and in London for four years.



New York University School of Law J.D.
Robert McKay Scholar

B.A., University of Chicago
General Honors

Waseda University, one-year study abroad program



New York

Buddy Arnheim, a senior partner in the firm's Business practice, is the founder and co-chair of the firms’ Emerging Companies and Venture Capital practice. Mr. Arnheim is trained as a corporate and securities lawyer, and has spent his entire career working with fast growing startup companies, venture capital funds and other investors who fund those businesses, and the investment banks and advisory firms who service those companies. Buddy is nationally recognized as one of the premier practitioners in the venture capital industry, and is widely referenced for his experience in the areas of corporate and securities law and corporate governance matters. He has been involved in hundreds of transactions, including public equity and debt offerings, merger/acquisition transactions, private equity investments, venture capital financing transactions, and complex restructurings and spin-off transactions.

Buddy's clientele includes startup and well-established emerging growth companies, primarily in the software, information technology, Internet, fixed and mobile communications technology, cleantech and life sciences sectors. In addition to founding and co-chairing the firm's ECVC practice, he also chairs the firm's Israel and Cleantech practices. In his spare time, Buddy serves as an adjunct professor at the University of Illinois College of Law, where he teaches an intensive seminar course on entrepreneurship. Buddy has lectured at Stanford University, University of California Berkeley, and various professional and industry seminars. He co-authored “The Public Company Handbook: A Practical Guide for Officers and Directors,” published by Bowne Financial Printing. He also co-founded Titan Aerospace, an atmospheric satellite upstart that was acquired by Google in 2014.


  • California
  • Illinois


  • University of Illinois College of Law, J.D., magna cum laude
  • The Wharton School, University of Pennsylvania, B.S., Economics, magna cum laude


  • Listed in The Best Lawyers in America 2016: Corporate Law
  • Ranked in Chambers USA (Corporate/M&A: Venture Capital), 2015 - 2016; (Startups & Emerging Companies), 2016
  • Recognized as a “Notable Practitioner” by Chambers USA, 2014 
  • Listed in San Francisco Magazine "Top Attorneys In Northern California," repeatedly over numberous years
  • Named in San Jose/Silicon Valley Business Journal "Top 40 Under 40" 2006
  • Listed in San Francisco Magazine "Super Lawyers of Northern California," repeatedly over numerous years 

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

Greg 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, Greg 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.

Greg 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, Greg has worked with a number of venture capital backed technology companies in operational and advisory roles, including Intellimeter, eT Communications and Metering Technology Corporation.

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 (acquired by Game Show Network)
• Biba (funded by Benchmark Capital, InterWest Partners, Trinity Ventures)
• CubeTree (acquired by SuccessFactors)
• DataScience (funded by Pelion Venture Partners, Greycroft Capital, White Hart Capital)
• 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)
• Grid Net (funded by Intel, Catamount and Braemar)
• 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)
• Mygola (acquired by MakeMyTrip)
• MyTime (funded by Upfront Ventures)
• QuickPay (funded by Fontinalis Partners)
• Recurrent Energy (acquired by Sharp)
• Reserve (funded by Expa Capital and Human Ventures)
• SideCar (acquired by GM)
• Sindeo (funded by major international venture capital funds)
• ShieldX (stealth mode, funded by major US venture capital funds)
• 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, Bain Capital, Sapphire Ventures)
• UniversityNow (funded by Bertelsmann AG, University Ventures, Kapor Capital, Novak Biddle Venture Partners)
• Verayo (funded by Khosla Ventures)
• Voxify (acquired by 24/7 Together)
• Zoosk (funded by Canaan Partners, Bessemer Venture Partners)

Greg has also represented numerous venture capital firms and strategic investors in their investment activities, including Microsoft, Canaan Partners, Endeavour Vision, Lux Capital, Pelion Venture Partners, Total Ventures, DoubleRock, Sigma Capital, Maveron, Menlo Ventures, Mohr Davidow Ventures, Kleiner Perkins Caufield & Byers, Bessemer Venture Partners, VantagePoint Venture Partners, DoubleRock and Grey Capital.

Greg is a frequent member of the Practicing Law Institute faculty, lecturing to the legal community on venture capital and other early stage financing transactions.

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

Admitted In 
• California 

• Technology Companies Group
• M&A and Private Equity
• Fintech

• 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 

• State Bar of California


MIKE is a corporate and securities partner in our San Francisco office.  Mike specializes in the representation of emerging growth companies throughout their lifecycles.  He is broadly experienced with corporate formation and governance matters, venture capital financing transactions, public offerings, and a variety of M&A transaction structures on both the buy and sell side.

Mike represents a wide variety of technology companies from consumer internet, internet media, software, telecommunications, medical device and entertainment technology industries, as well as a number of leading venture capital firms.  He regularly advises clients on a broad range of corporate matters including company formation, equity incentive plans and arrangements, employment matters, intellectual property and strategic transactions. Mike has also served as investors' counsel for numerous top-tier venture capital funds.

Mike received his J.D. from Columbia University and his B.A. in English and German from the University of Notre Dame. Mike is admitted to practice in California.

Mr. Salmon is a partner in Davis Polk’s Corporate Department, practicing in Northern California. He has extensive experience in both mergers and acquisitions transactions and a variety of capital markets offerings for clients across many industries.

Work Highlights

• World Kitchen on its acquisition by GP Investments Acquisition Corp.
• Ingram Micro in its pending sale to Tianjin Tianhai, a subsidiary of China's HNA Group
• Dialog Semiconductor in its attempted acquisition of  Atmel
• Dialog Semiconductor on its acquisition of iWatt
• J.P. Morgan on the acquisition of Dell by Michael Dell and Silver Lake Partners
• Reliance Steel on its acquisition of Metals USA
• Mirion Technologies and affiliated funds of American Capital on the acquisition of Mirion by Charterhouse Capital Partners
• Blue Coat Systems on its acquisition by an investor group led by Thoma Bravo
• Vector Capital on its acquisition of Gerber Scientific and concurrent disposition of assets
• Oracle on multiple public and private acquisitions and dispositions, including the acquisitions of Art Technology Group, Phase Forward, GoldenGate, Hyperion, Stellent and Metasolv
• Citigroup on multiple loan portfolio dispositions
• NYSE Euronext on its acquisition of APX, and APX’s subsequent merger with BlueNext
• W Capital on multiple primary and secondary investments in technology companies

• The underwriters on the initial public offerings of Aimmune Therapeutics, Virgin America, Coherus BioSciences, Violin Memory, UCP and Internet Brands
• Cadence, Reliance Steel and Leidos on their investment-grade notes offerings
• Convertible notes offerings by Citrix, Accuray, Invensense, Beckman Coulter and others

• Public reporting, securities compliance and corporate governance advice for companies like Dialog Semiconductor, Leidos, Roper, Blue Coat Systems and Mirion Technologies

Mr. Salmon is recognized as a leader in the legal industry:
• Super Lawyers – “Rising Star,” 2012-2016
• Daily Journal – "Top 40 Under 40," 2016

Professional History

• Partner, 2015-present
• Associate, 2006-2015


Rachel B. Proffitt practices corporate and securities law and represents public and private clients, as well as venture capital and investment banking firms and other institutional investors, across a broad range of industries. Her practice focuses on general corporate and complex transactional matters, including venture capital transactions, public and private securities offerings, mergers and acquisitions and other strategic transactions, and public-company disclosure and corporate governance.

Prior to joining Cooley, Rachel was a partner at Wilson Sonsini Goodrich & Rosati.


  • Recognized in the Start-Ups & Emerging Companies category of the 2017 edition of Chambers USA: America's Leading Lawyers for Business, with commentators describing her as "phenomenal," "thorough" and "incredibly fast to respond," and observers noting that "she does well at balancing risk"
  • Recognized by the Daily Journal as one of the Top 100 Women Lawyers in California for 2015


  • University of California, Hastings College of the Law JD
  • Member, Hastings International and Comparative Law Review
  • Member, Hastings Security Law Society
  • University of California, Los Angeles
  • BA, English, cum laude, Phi Beta Kappa, University Honors Program

Admissions & Credentials

  • California

Scott D. Karchmer counsels emerging and established companies in business transactions. Representing clients in the biotechnology, medical device, software, data analytics, and networking and storage industries, he advises companies at critical junctures in their lifecycles. Scott handles formation, raising funds from venture capitalists, initial public offerings, mergers and acquisitions (M&A), and other issues organizations confront. He also advises venture capital firms and other investors in connection with investments in private companies.

Counseling public companies on securities law, governance, and general corporate matters, Scott represents clients in capital markets transactions. He advises on private investments in public equity (PIPEs), registered direct offerings, convertible debt offerings, 144A offerings, and underwritten offerings.

Scott is the pro bono chair of Morgan Lewis’s San Francisco office. He serves on the board of directors for Legal Services for Children, a San Francisco-based nonprofit organization that provides legal counsel to individuals under 18. 

Member, American Bar Association
Member, State Bar of California, Business Law Section


Boston College Law School, 1994, J.D. 
Princeton University, 1990, A.B.

Life Sciences

Securities and Corporate Governance
Technology Transactions
Securities Enforcement & Litigation
Corporate, Finance & Investment Management
Emerging Business & Technology
Life Sciences Transactions

North America


Thomas W. Kellerman represents companies, investment banks, and venture capital funds, advising technology industry clients on public offerings, mergers and acquisitions (M&A), venture capital and other private finance transactions, and corporate governance matters. Having practiced in London for four years, Tom has experience in cross-border transactions for technology companies.

Tom represents issuers and underwriters in equity financing matters, and has handled more than 75 public offerings and advised on hundreds of venture capital and private placement transactions.

A frequent speaker at the US Practising Law Institute and the Director Education and Certification Program of the UCLA Anderson School of Management, Tom lectures on corporate governance, securities, and finance issues.

Tom serves as a board member for three nonprofit organizations: the Montana Academy Foundation, the Silicon Valley Campaign for Legal Services (SVCLS), and Computers for Everyone.


Listed, The Best Lawyers in America (2007–2017)

Listed, The Legal 500 United States (2011–2015)

Admitted to the California Bar, 1980

Former Co-Chair, Education Committee of the Business Law Section of the California State Bar




University of California, Los Angeles School of Law, 1980, J.D.

Western Illinois University, 1976, B.A.


Life Sciences



Securities & Corporate Governance

Mergers & Acquisitions

Technology Transactions

Environmental Counseling & Litigation

Private Equity

Corporate, Finance & Investment Management

Emerging Business & Technology

Life Sciences Transactions


North America

Asia Pacific


Curtis 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 and consumer sectors.

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. He is a past co-Chair of PLI’s Annual Institute and founded and co-Chairs PLI’s Venture Capital series.

Jonathan Baer, Managing Partner of Threshold Ventures is a recovering venture capitalist who has worked with early stage companies for more than 3 decades. He was also the founder and CEO of two venture backed companies, one a spin out from SRI International. Jon now spends his time teaching, mentoring and advising early stage companies around the world. In the past two years he has worked with companies from Silicon Valley, S. Korea, Singapore, Brazil, Colombia, Czech Republic, Estonia, Northern Ireland, Venezuela, Mexico, Denmark, Australia, Tunisia, Norway, and elsewhere. He believes that startups require tough love and need to focus on money, metrics and milestones. He thinks that powerpoint can be your best friend or worst enemy when telling a story. He teaches CEO’s to say less (yes, because less is more).