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Drafting and Negotiating Corporate Agreements 2018 (San Francisco)


Speaker(s): David S. Steuer, Glenn G. Nash, Jennifer J. Carlson, Laura J. Clark, Martin A. Wellington, Michael S. Dorf, Sarah K. Solum
Recorded on: Feb. 12, 2018
PLI Program #: 221449

Laura J. Clark is Sr. Employment Counsel at Hewlett Packard Enterprise Company. Laura provides legal counsel and support to HPE’s Global Human Resources organization. Prior to joining HPE in 2014, Laura represented employers in all aspects of employment law as Counsel or Associate Counsel at AmLaw 100 law firms in San Francisco.


Sarah Solum is a Partner in Davis Polk’s Corporate Department and a founding member of the firm’s Northern California office. She has extensive experience in capital markets transactions, including IPOs, investment grade and high yield debt offerings, convertible notes transactions and preferred stock offerings. She also regularly represents companies on mergers and acquisitions and advises on SEC compliance, disclosure and corporate governance matters.

Sarah has an active IPO practice, having advised on the IPOs of AMIS Holdings, AppNet, Apropos, CAI International, Chipotle Mexican Grill, Coupa Software, DocuSign, Etsy, Fortinet, GoDaddy, Handspring, Homegrocer, iBeam, Kaiser Aluminum, Pivotal Software, Razorfish, Responsys, SendGrid, ServiceSource International, Silver Spring Networks, Splunk and SunRun. She works with a wide range of companies and all major investment banking firms.

Her recent public speaking engagements include the Davis Polk | Silicon Valley Bank | Nasdaq | Donnelley West Coast IPO Boot Camp in January 2018, the 43rd Annual Securities Regulation Institute in San Diego, California and various PLI programs.

She is on the Global Advisory Board of the Women in Law Empowerment Forum (WILEF) and a Co-Chair of the Northern California chapter.  She was also a member of HiPower, an executive leadership program for women.

Sarah has been recognized as a leading lawyer by numerous industry publications, including Chambers USA and Super Lawyers.

Sarah was named one of the 2016 and 2017 Women Leaders in Tech Law by The Recorder, one of the “2017 Women of Influence” by the Silicon Valley Business Journal and one of the ”2017 Top Women Lawyers in California” by the Daily Journal.



Michael Dorf is a partner in the firm’s Mergers & Acquisitions Group and is based in the San Francisco office. Michael has extensive experience in U.S. domestic and cross-border M&A transactions, carve-outs, venture capital financings, strategic investments, joint ventures and corporate partnering transactions. He has represented public and private companies, private equity funds and venture capital investors in the technology, media, telecommunications, biotechnology, health care, renewable energy, consumer products and other industries. In addition, Michael represents portfolio companies of private equity clients, handling day-to-day legal activities, add-on acquisitions, and other general corporate work. Michael joined the firm as a partner in 2008. From 2000 to 2008 he was a partner at other firms.


David Steuer is a civil litigator and trial lawyer at Wilson Sonsini Goodrich & Rosati, with primary emphasis in intellectual property matters, securities litigation, corporate governance matters, general commercial disputes, and employee/trade secrets issues. 

As an intellectual property litigator, David has tried patent infringement cases in the areas of networking, ANDA generic drugs, video processing and semiconductors, and many others.  He has also tried significant trade secret matters for U.S. and Chinese clients.  As a securities litigator, David has represented a host of well-known technology and life sciences companies, as well as many individual defendants. He also has represented numerous clients in corporate control litigation, including proxy fights and merger and acquisition disputes.  David has litigated significant commercial matters, including matters related to intellectual property licenses, product failures, and trademark disputes.  He has been recognized in Best Lawyers in America as a leading litigator in the fields of intellectual property, securities litigation, and commercial litigation.

He has an active trial practice and has tried cases in California, Delaware, Virginia and the District of Columbia. David has represented clients before government agencies including the SEC and the United States International Trade Commission.  He has also arbitrated many large international disputes in AAA, ICC and ICDR proceedings, in which he has recovered in excess of five hundred million dollars for his clients.

EDUCATION:

  • J.D., Harvard Law School, 1982
    Cum Laude; Editor, Volumes 94 and 95 of the Harvard Law Review 
  • B.A., History, Stanford University, 1979
    With Distinction and Honors, Phi Beta Kappa


Glenn Nash is a corporate partner in Sidley’s Palo Alto office and global co-leader of Sidley’s Technology & IP Transactions practice. He has deep experience in the Internet and the Internet of Things, AI, financial services and insurance, media, software, hardware and information technology industries.

Glenn’s practice focuses on intellectual property matters and providing strategic counseling to companies establishing and expanding their business and operations domestically and internationally. As well, Glenn handles complex business transactions including technology, content and intellectual property transactions, joint ventures and other strategic collaborations and commercial transactions domestically and internationally for both established and emerging growth companies.

Glenn is ranked by Chambers Global and Chambers USA as a leading IT lawyer, and described as “very dynamic” and “an absolutely first-rate lawyer.” Chambers awarded him their highest ranking in the category of leading IT and IT Outsourcing attorneys, noting that clients comment that “he really knows how to get a big transaction done efficiently and painlessly.” Glenn has been recommended in The Legal 500 US 2014–2017 for “outstanding business acumen and a pragmatic approach in solving issues.” He is ranked in the top tier of the Media, Technology and Telecoms: Technology Transactions category as a “Leading Lawyer.” Glenn is also listed in the Best Lawyers in America survey in the Information Technology law and Technology law categories. He is recognized as the San Francisco Technology Law “Lawyer of the Year” in the 2015 edition of The Best Lawyers in America.

Glenn advises clients on intellectual property ownership, use, acquisition, sale, license and protection, and structures and negotiates U.S. and cross-border transactions such as strategic alliances, joint ventures, mergers and acquisitions, intellectual property acquisitions and spin-outs, as well as the full array of commercial relationships, including development, hosting, services, outsourcing, manufacturing, supply, distribution, marketing, advertising and promotional relationships. As part of his practice, he also advises companies on privacy and compliance issues, as well as counseling companies expanding overseas on international structurings, intra-company arrangements, customer facing arrangements, jurisdictional issues and local law compliance. Glenn is a member of the State Bar of California, American Bar Association and the Licensing Executives Society.


Jen Carlson is a Corporate & Securities partner in Mayer Brown's Palo Alto office. Her practice focuses on capital markets, mergers and acquisitions, and general corporate matters. She represents companies, investors, and underwriters in a wide variety of capital markets and finance transactions, including initial public, follow-on, and secondary equity offerings; investment grade, high yield, and convertible debt offerings; venture capital investments; and liability management transactions. Jen also represents buyers and sellers in private and public mergers and acquisitions, tender offers, private equity investments, and other strategic transactions. In addition to her transactional practice, Jen counsels companies regarding securities law compliance, stock exchange listing requirements, fiduciary duties, corporate governance, and other matters.

Jen represents publicly-traded and private start-up companies, as well as the institutions and individuals that finance them, across a wide range of industries, including Life Sciences; Energy; Technology, Media, and Telecommunications; Retail; Hospitality and Leisure; Insurance (including InsurTech); and Financial Services (including FinTech).

Before entering the legal profession, Jen had a career in the fields of biochemistry and genetics at Indiana University-Bloomington and Oregon Health Sciences University in Portland, Oregon, with published research in protein-protein and protein-nucleic acid interactions.

Jen is named as a “Rising Star” in equity and debt capital markets by IFLR1000 2016. Legal500 also recommends Jen in each of its capital markets categories: equity offerings, debt offerings, global offerings, and high yield debt offerings.


Martin Wellington is the managing partner of Sidley’s Palo Alto office and a member of the M&A, Private Equity, Capital Markets and Emerging Companies and Venture Capital (ECVC) practices. Martin counsels technology companies and their sources of capital on a variety of transactions, including M&A, joint ventures and private as well as public offerings. He also regularly advises private equity investors and underwriters. His clients include publicly held technology companies in addition to companies looking to enter the public markets. Prior to joining Sidley, Martin was a partner with an international law firm and he also served at the U.S. Department of State from 1989–1993.

Martin was recommended in The Legal 500 US 2016 in several categories of M&A/Corporate and Commercial in addition to Finance Capital Markets. Named an “Up & Coming” lawyer for Corporate/M&A: Northern California in Chambers USA 2014, he was also featured in the Financial Times’ “US Innovative Lawyers” report for his work as lead counsel on two IPOs in 2011 and 2012. Martin earned his J.D., cum laude, from Harvard Law School and received his Master of International Affairs from Columbia University where he headed the International Security Policy Association. He graduated with a B.A. from the University of California, Irvine.

Experience

  • Pandora Media in SiriusXM’s US$480 million investment in in Pandora’s newly authorized Series A Preferred Stock and its sale of Ticketfly to Eventbrite for US$200 million
  • Angie’s List, Inc. on its merger with HomeAdvisor to form ANGI Homeservices Inc.
  • Pandora Media in connection with its $345 million convertible note financing
  • Acrisure in its recapitalization and partial buyout by ABRY Partners of Genstar’s position in Acrisure
  • Intapp in its recapitalization and partial buyout by Temasek by way of a tender offer for a portion of the positions of Great Hills Partners and other pre-existing investors
  • Vector Capital in connection with its sale of 20-20 Technologies to Golden Gate Capital
  • CollabNet and Vector Capital on their acquisition of Version One
  • Abakus on its acquisition by SAP
  • Corel in its acquisition of MindManager
  • Cadence in connection with its acquisitions of nusemi and Rocketick Technologies Ltd
  • Blackbaud in its acquisitions of JustGiving SmartTuition 
Education
  • Harvard Law School (J.D., 1996, cum laude)
  • Columbia University (M.I.A., 1988)
  • University of California, Irvine (B.A., 1986)