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Advanced Venture Capital 2016


Speaker(s): Buddy Arnheim, Casey McTigue, Curtis L. Mo, Gerald G. "Jerry" Chacon Jr., Herbert P. Fockler, Jeffrey R. Wolters, Jessica Perry, Kathi A. Rawnsley, Peter M. Astiz, Sarah K. Cherry, Steve Allan, Steven J. Tonsfeldt, Zaitun Poonja
Recorded on: Dec. 6, 2016
PLI Program #: 150268

A member of Morgan Lewis’s cross-practice global workforce team, Zaitun Poonja counsels in all areas of executive compensation for start-ups, emerging growth companies, and public companies. She advises large multinational corporations, and publicly and privately held companies in numerous global industries—including technology, pharmaceutical, and life sciences—on implementation of equity compensation programs in US and foreign jurisdictions.

She counsels public and private companies in connection with merger and acquisition transactions, spin-offs, initial public offerings and venture ?nancing.

Zaitun has experience designing and structuring equity awards in more than 70 countries in Europe (including Russia), the Asia Paci?c and South Asia regions, Latin America, and the Middle East. Working closely with clients, she advises on the tax, securities, and ?nancial accounting implications of equity programs in the United States; and the tax, securities, exchange control, labor law, data privacy and other legal implications related to the use of equity programs in foreign jurisdictions.

She also analyzes the tax treatment of cross-border employees; prepares prospectus and registration statements to comply with local securities laws and exchange control rules; and helps design and implement US equity programs for inbound non-US entities.

Zaitun also counsels clients in Securities Exchange Act Section 16 reporting, parachute tax and Section 409A issues; employment agreements; and change in control bene?ts and severance programs.

She is listed in Chambers USA: America’s Leading Lawyers for Business (2006–2016).

AWARDS AND AFFILIATIONS

Listed, The Legal 500 US (2016)

Listed, Chambers USA: America's Leading Lawyers for Business (2006–2016) Listed, The Best Lawyers in America (2006–2017)

Listed, "Lawyer of the Year" for Employee Bene?ts (ERISA) Law by The Best Lawyers in America (2017)

Listed, "Women Lawyers of the Year" by Best Lawyers (2016)

Listed, Guide to the World's Leading Labour & Employment Lawyers 2007 (Expert Guides)

ADMISSIONS

California

EDUCATION

Hollins University, 1974, B.A.

Stanford Law School, 1986, J.D.

SECTORS

Life Sciences

SERVICES

Labor, Employment & Bene?ts    
Executive Compensation
Mergers & Acquisitions
Private Equity
Securities & Corporate Governance
Life Sciences Transactions

REGIONS

North America


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.

BAR ADMISSIONS

  • California
  • Illinois

EDUCATION

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

PROFESSIONAL RECOGNITION

  • 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 


Jerry Chacon is a partner in the firm’s Business Law Department and a member of the Private Investment Funds Practice. He joined Goodwin in 2007.

Professional Activities

Mr. Chacon has received an AV Peer Review Rating from Martindale-Hubbell. He is a past chair of both the San Francisco Peninsula Chapter of the Young Tax Lawyers Committee of the Tax Section of the State Bar (1992-1993) and the Tax Section of the Santa Clara County Bar Association (1997). Mr. Chacon is a former adjunct lecturer (1996-2002) in the School of Taxation at Golden Gate University, where he taught a course in partnership taxation to graduate accounting students.

Professional Experience

Prior to joining Goodwin, Mr. Chacon was of counsel in the Palo Alto office of Wilson Sonsini Goodrich & Rosati, where he was a senior member of the fund services practice. Before that, he practiced in Rosenblum, Parish & Isaacs’ business transactions practice group and as a tax attorney with Hopkins & Carley, both in San Jose, California. In 1990, Mr. Chacon was an extern for the Honorable Edward J. Garcia of the U.S. District Court for the Eastern District of California.

Experience

Mr. Chacon’s practice primarily focuses on advising venture capital and other private equity funds in their formation and operation.

Jerry has represented venture capital, private equity, hedge, debt and secondary funds in hundreds of fund formations both inside and outside of the United States. In addition, Jerry has extensive experience structuring and negotiating the "upstairs" agreements governing the relationships of fund managers to one another, as well as structuring special-situation vehicles in the corporate-captive, family office and incubator contexts.

Viewpoints

Over the course of his career, Mr. Chacon has written and lectured extensively on tax and business planning.

Education

  • LL.M., Taxation, Boston University, 1995
  • J.D., U.C. Davis School of Law, 1991
  • B.S., Petroleum Engineering, Stanford University, 1988

Admissions

Mr. Chacon is admitted to practice in California.


Jessica R. Perry, an employment partner and Deputy Leader of the firm's Litigation Business Unit, represents industry leaders in tech, retail and financial services in their most significant class, collective, representative and multi-plaintiff actions under state and federal laws.

Jessica’s discrimination, harassment and retaliation practice focuses largely on representing employers facing claims of discrimination and harassment on the basis of gender, race, disability and age, and other protected categories. Recently, Jessica obtained a complete defense verdict in Pao v. Kleiner Perkins, the high-stakes gender discrimination and retaliation case, recognized as a 2016 ‘Top Verdict’ by the Daily Journal. Following six weeks of trial, a San Francisco jury rejected all of plaintiff’s claims that she was passed over for promotion because of her gender and complaints about discrimination. Jessica is also defending several leading tech companies in putative class actions challenging pay and promotion systems as gender biased.  

Jessica leads a number of significant wage-and-hour class action matters, focusing on overtime, minimum wage, vacation and personal days, meal and rest break penalties, reporting time wages, expense reimbursements, waiting-time penalties, Private Attorney General Act penalties and work uniform violations. In addition, she also has experience advising companies in the emerging sharing and gig economy on strategic business decisions including the classification of those providing services.

Jessica has also successfully represented clients involved in investigations and audits by the Department of Labor and the California Division of Labor Standards Enforcement, and assists in the development of compensation policies and measures designed to reduce potential exposure.

Practice Areas

  • Employment Law & Litigation
  • Discrimination, Harassment & Retaliation
  • Wage and Hour
  • Class Action Defense

Honors

  • Silicon Valley Business Journal 2016 Women of Influence
  • CLAY Attorney of the Year Award for Excellence in Employment Law
  • Chambers USA Leading Lawyer
  • San Francisco Business Times Top 40 Under 40
  • California Daily Journal Top 20 Lawyers Under 40
  • Lawdragon 40 Up and Comers in Employment Law
  • Law360 Rising Star
  • The Recorder California Labor & Employment Department of the Year (2013-2016)
  • Law360 Employment Practice Group of the Year
  • American Lawyer Litigation Department of the Year finalist
  • Orrick Mentorship Award
  • Legal Services for Children Pro Bono Advocate Award
  • Santa Clara University Law Review, Comments Editor

Education

  • J.D., Santa Clara University School of Law, Summa Cum Laude
  • B.S., Political Science and Art History, Santa Clara University, Cum Laude

Memberships

  • State Bar of California
  • Santa Clara Women Lawyers Section: Executive Committee
  • ABA Employment Law Section


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


Steve Allan is the Head of SVB Analytics, responsible for the three areas of information services provided to the innovation economy, Strategic Advisory Services, Compliance Valuations, and Research.  Strategic Advisory Services provides consultative guidance around valuations, benchmarking and inorganic growth strategies.  Compliance Valuations issues valuation opinions for private companies. Research focuses on studying trends and opportunities in the private venture-backed innovation ecosystem.  Steve brings a strong financial background and passion for entrepreneurship to his role at SVB Analytics.

Prior to joining SVB Analytics in 2008, he worked with J.P. Morgan Chase in New York for the firm's fixed income trading business. While at J.P. Morgan, Steve worked with both the proprietary and client-focused U.S. Dollar Fixed Income Derivatives desks.  Before J.P. Morgan, Steve worked with AT&T, working with finance, marketing and sales.

In 2006, Steve co-authored the winning business plan and best presentation award winner for the IrishAngels-sponsored University of Notre Dame McCloskey Social Business Plan Competition with a plan for a socially-focused, hybrid for-benefit organization, PEPY Tours. He then served as a board member and Chief Financial Officer for the organization.

Steve earned a Master's in business administration from Duke University's Fuqua School of Business and a bachelor's degree in finance from the University of Notre Dame.   He has been conferred the Chartered Financial Analyst designation.


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


As a start-up specialist who has nurtured dozens of fledgling companies through their early stages, Kathi Rawnsley sees her job as part lawyer and part coach. Many of her clients are entrepreneurs dealing with new and often unfamiliar challenges. In helping them work through the myriad complexities of founding a technology company — many with legal implications — she regularly finds herself answering questions such as "Is this normal?" "Is that right?" and "What do you suggest?"

Kathi’s background makes her amply equipped to answer these questions. Before joining the firm, she served as regional counsel (and for a short while, acting general counsel) of Intel Capital — the venture capital arm of the technology giant and one of the world’s most active venture investors — where she played a key role in substantial investments in a wide range of start-ups.

Steeped in the no-nonsense business culture of Silicon Valley, Kathi understands entrepreneurs and the pressures they face. She knows from long experience that the company is their “baby” and that their roles change once they accept outside investors. From that point on, they are in the unfamiliar position of having board members to whom they must answer — and Kathi is adept at helping them make the adjustment so they can work effectively in their new circumstances. She helps with their financing. She negotiates their contracts. She helps them think through issues related to building a team, growing beyond Beta and putting together scenarios around an eventual exit. Kathi is also an active player in the start-up community. She was a co-founder of FirstGrowthVC, which provides a formal mentoring program and peer group for high-potential tech entrepreneurs.

Kathi believes in collaborative — as opposed to adversarial — lawyering. To her, winning every last point is less important than reaching a solution that results in a win for everyone. A large number of now-successful companies have received the benefits of this approach.

REPRESENTATIVE ENGAGEMENTS

  • Represented Andreessen Horowitz in connection with its investment in Zulily.
  • Represented Advance Publications (Condé Nast) in connection with its investment in Rent the Runway.
  • Represented Continuuity, Inc., in its seed and Series A Preferred Stock financings.
  • Represented VigLink, Inc., in its Series A and Series B Preferred Stock financings.
  • Represented BirchBox in its acquisition of Paris-based JolieBox.

PUBLICATIONS

  • Silicon Valley: Still At The Head Of The Class
    Metropolitan Corporate Counsel, January 2009
    Kathi Rawnsley
  • Barbie Disciplines a Brat: Playing with the Wrong Dolls Can Cost $100 Million
    BNA: Patent, Trademark & Copyright Journal, October 31, 2008
    David Leit, Kathi Rawnsley
  • Barbie Disciplines A Brat: Playing with the Wrong Dolls Can Cost $100 Million
    Tech Group Client Alert, September 2008
    David Leit, Kathi Rawnsley

PRESS MENTIONS

  • Gary Wingens, Kathi Rawnsley and Ed Zimmerman discuss the strategic growth of Lowenstein Sandler's Palo Alto office. , Daily Journal , June 16, 2011
  • In a San Francisco Chronicle article, FirstGrowthVC, founded by Ed Zimmerman, Kathi Rawnsley and Raymond P. Thek, is highlighted for giving the New York venture capital community access to talent, fellow entrepreneurs, venture capitalists and angel investors. , San Francisco Chronicle, Business Insider , July 7, 2010
  • The firm's addition of Kathi Rawnsley, Member and co-founder of the Silicon Valley office in Palo Alto, CA, and Brad Arington, Counsel, is highlighted. Both have joined as members of the Tech Group. , Metropolitan Corporate Counsel , August 2008
  • The firm's addition of Kathi Rawnsley, who joins as a member of its Tech Group and will lead the firm's new Silicon Valley office in Palo Alto, CA, and Brad Arington, is highlighted in Movers & Shakers. , Daily Deal/The Deal , May 21, 2008

RELATED AREAS

Corporate
The Tech Group
Venture Capital, Angel Investing, and M&A

EDUCATION

Santa Clara University School of Law ( J.D. , 1995 ) , cum laude

University of Vermont ( B.A. , 1988 )

BAR ADMISSIONS

California

AFFILIATIONS

Juvenile Diabetes Research Foundation in Silicon Valley, Board Member

Silicon Valley Walk to Cure Diabetes, Chair

NVCA Model Legal Documents Annual Meeting, Co-chair

CFO/In-House Counsel track, NVCA Annual Meeting, Co- organizer

 


Casey manages post-closing issues for SRS Acquiom clients, including indemnification claims, working capital adjustments, earnouts and disputes. Casey has worked on dozens of deals ranging from $15M to over $2B. Cases resolved through merger amendment, settlement, or litigation include a variety of subject matters such as commercial litigation, patent/IP, life sciences and accounting/GAAP compliance, up to several hundred million dollars in value.  Casey has experience in the United States as well as a number of international markets in Europe and Asia.

Prior to joining SRS Acquiom, Casey was an attorney at a law firm in San Francisco, representing clients nationally and internationally in a variety of litigation matters including employment suits, class actions and financial services litigation. Prior to joining SRS Acquiom Casey frequently acted as outside counsel on behalf of both SRS Acquiom and its clients.

Casey earned his JD from the University of California, Berkeley (Boalt Hall), and a BS in Economics from the Barrett Honors College at Arizona State University.


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.


Jeff has practiced corporate law for twenty-five years, serving as “Delaware counsel” on hundreds of transactions involving venture-backed companies, as well as public corporations and Delaware entities generally. He has been involved in some of the most important litigation involving venture-backed companies, including the Benchmark, Watchmark and Thoughtworks cases.  Jeff has been a frequent speaker at VCGC meetings, law firms, ABA meetings and PLI conferences, and has taught courses on corporate law at University of Pennsylvania Law School and Villanova Law School.

Jeff is an editor of the leading treatise Delaware Corporation Law and Practice (Matthew Bender); his recent articles include Private Company Financings:  Delaware Court Provides Guidance for Boards and Venture Funds, Delaware Law Pitfalls in IPOs, Breacher Beware:  Contract Damages in Delaware M&A Decisions, and Running a Proper Independent Committee Process.


Sarah K. Cherry is a partner in the Corporate Department and a member of the Private Investment Funds Group. Her practice is focused on the representation of U.S. and non-U.S. private equity funds and managers in capital formation, regulatory compliance and operational issues. Sarah also regularly represents institutional investors and funds-of-funds in their investments in U.S. and non-U.S. private equity funds both in primary and secondary transactions. In addition, Sarah advises clients in relation to internal general partner dynamics and management company issues.


Venture Capital
Entrepreneurial Services
Corporate Finance
Corporate Law & Governance
Energy Innovation & Clean Technology
Mergers & Acquisitions


EXPERIENCE:

Herbert Fockler's practice focuses on corporate and securities work for both private and public companies. He has substantial experience with start-up companies, venture capital financings, public offerings, and public and private mergers and acquisitions in the high-technology area.

Herb has worked with computer software and hardware companies in the Internet, enterprise software, IC design automation, workstation, and mobile electronic-device areas, and with biotechnology companies in the development of new drugs and medical devices. He has represented numerous start-up, venture-backed, and public companies, as well as individual entrepreneurs.

Herb is an Adjunct Professor of Law at UC Berkeley School of Law, where he teaches Venture Capital and IPO Law. He is also the co-host of the Wharton School's San Francisco Entrepreneurs Workshop series. Previously, he taught at Santa Clara University Law School and has lectured at Harvard Law School, the Harvard iLab, the Stanford Business School’s Ignite program, and Santa Clara University Business School. He is the past chairman of the Subcommittee on Transactional Documents and Issues of the American Bar Association's Committee on Venture Capital and Private Equity, and is a frequent speaker to both lawyers and entrepreneurs on a variety of topics concerning starting businesses, obtaining financing, and complying with U.S. corporate and securities laws. Herb has a leadership role in the firm's Technology and Knowledge Management programs. Outside of law, he has substantial experience as a computer programmer and ran a software house while in law school.


SELECT CLIENTS:

  • A10 Networks
  • Alien Technology
  • Autodesk
  • Cadence Design Systems
  • Cell Genesys
  • Cornerstone OnDemand
  • Dolby Laboratories
  • EO/AT&T
  • Flextronics
  • Intevac
  • J.D. Edwards
  • Linear Technology
  • Netscape
  • Philips Electronics
  • Silicon Graphics
  • Socket Mobile
  • Software Publishing
  • Sun Microsystems
  • WordPerfect


SELECT TRANSACTIONS: 

  • Numerous initial and follow-on equity and debt public offerings, including:
    o A10 Networks' 2014 $187 million initial public offering
    o Cornerstone OnDemand's 2011 $157 million initial public offering
    o Linear Technology's 2007 $1.7 billion convertible debt offering
    o Dolby Laboratories' February 2005 $570 million initial public offering
    o J.D. Edwards' October 1997 $417 million initial public offering, the largest software IPO in 1997
    o Multiple offerings by Earthlink, representing Deutsche Morgan Grenfell and Credit Suisse First Boston
    o Multiple offerings by Ascend Communications, representing Morgan Stanley
  • Numerous public and private acquisitions and sales, including:
    o Leading the firm's team in representing J.D. Edwards in its 2003 $1.7 billion acquisition by PeopleSoft in the face of Oracle's hostile takeover bid for PeopleSoft
    o Representing Quickturn Design Systems in its acquisition by Cadence Design Systems and subsequent successful hostile-takeover defense against Mentor Graphics
    o Leading one of the firm's teams handling acquisitions for Netscape


EDUCATION:

  • J.D., Harvard Law School
    Cum Laude
  • A.B., Physics, Princeton University


HONORS:

  • Named in Northern California Super Lawyers in numerous years
  • AV Preeminent Peer Review Rating, Martindale-Hubbell


SELECT PUBLICATIONS:


SELECT VIDEO PRESENTATIONS:


ADMISSIONS:

  • State Bar of California
  • U.S. District Court for the Northern District of California