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Advanced Venture Capital 2019


Speaker(s): An-Yen E. Hu, Cheryl D. Orr, Christie Branson Ma, Curtis L. Mo, David A. Makarechian, David A. Richardson, Faisal Rashid, Fatema Merchant, Georgia Wright-Simmons, Jennifer C. Archie, Sarah K. Solum, Yoichiro Taku
Recorded on: Oct. 29, 2019
PLI Program #: 248480

Cheryl Orr is the national chair of Drinker Biddle’s Labor & Employment practice, regional partner in charge of the firm’s San Francisco office and an elected member of the firm’s Board. She has practiced management-side employment law in California for over 30 years since graduating from Columbia Law School.  Cheryl concentrates her practice on defending employers nationwide against wage and hour class, collective and representative actions. She also has a long history of resolving wrongful termination, unfair competition and discrimination cases through a winning motion practice and at trial. In addition to litigation, she provides a full range of employment law counseling, investigation, training and audit (wage and hour, pay equity and human resources) services.

Cheryl is annually recognized by Chambers USA.  The Daily Journal recognizes her as one of California’s top labor and employment lawyers and top 100 women lawyers. She was honored with Lexology’s 2018 Client Service award for employment and benefits law, which is presented to one lawyer per practice area in each state. Cheryl is a frequent writer and lecturer on employment law topics and regularly chairs the American Conference Institute’s national wage and hour class action conference

 


Christie Branson Ma is responsible for managing the legal and regulatory aspects of fund formation, limited partner relations, corporate governance, and company and venture fund investments for SVB Capital and Silicon Valley Bank’s strategic balance sheet investments. In the past, Christie has advised Silicon Valley Bank on its public company SEC filings, international expansion efforts, employee equity and benefit programs, and warrant portfolio.  

Prior to SVB, Christie was an attorney at DLA Piper, focused on assisting venture funds, private and public emerging companies with IPOs and private financings, mergers and acquisitions, and corporate governance in the high technology and bio-technology sectors.

Christie graduated from the University of California, Santa Barbara with a B.A. in Sociology and Communication, and holds a JD from the Santa Clara University School of Law. Christie is also a member of the California State Bar. Christie is native to California. 

 


David Makarechian, Chair of O’Melveny’s Emerging Technologies Group and Head of O’Melveny’s Northern California Corporate Department, is a boardroom-level corporate lawyer who has twenty-five years of experience working with entrepreneurs, executives, and investors to support the growth of innovative technology companies. His clients include public companies, private companies and start-ups, venture and private equity investors and investment banks. He also advises multinational companies and sovereign wealth funds in international transactions. David has represented some of the most prominent companies and investors in the technology sector, including Android in its sale to Google, Yahoo! and Priceline.com in various acquisitions, and Kleiner Perkins Caufield & Byers in venture capital investments. His clients include Finisar Corporation, the world’s largest manufacturer of optical components, HID Global Corporation, a leading provider of secure identity solutions, and leading international multinational corporations, such as Mitsui & Co. and sovereign wealth funds, such as GIC.

David focuses his practice on mergers and acquisitions, venture capital, growth and PIPE investments, 1934 Act counseling of public companies, and organizing and structuring venture-backed and emerging growth enterprises. In addition, he has significant experience in buy-outs, divestures and spin-outs, joint ventures, cross-border M&A, and technology transactions of all types.

David is recognized for his ability to provide experienced guidance and practical solutions on business and legal issues. Chambers & Partners describes him as a “professional and detail-oriented” lawyer who also is “very cool and pragmatic,” and Legal 500 cites clients who praise him as “responsive, diligent, and thorough.”


David Richardson focuses his practice on mergers and acquisitions, emerging growth and venture capital.

EXPERIENCE

David has extensive experience in global M&A and financing transactions, including:

  • Representing Clorox in multiple acquisitions
  • Representing AIG, Euclid and Ironshore in over 100 M&A representations and warranties insurance policy underwritings
  • Representing Telestream, Accruent, Groupon, blinkx and York Risk Services in multiple acquisitions
  • Representing Daintree Networks in its sale to GE
  • Representing Schilling Robotics in its sale to FMC Technologies
  • Advising JDSU in its US$650 million debt offering
  • Representing Coho Data, Glue Networks and BuildingConnected in their equity financings
  • Representing Andreesen Horowitz in multiple financing transactions

PROFESSIONAL MEMBERSHIPS

  • Schwartz/Levi Inn of Court
  • Member, Advisory Board for the UC Davis Graduate School of Management Institute for Innovation and Entrepreneurship

CREDENTIALS

Education

  • University of California, Davis School of Law (2007) J.D.
    Law Review Editor in Chief
  • University of California at Davis (1998) B.A., English and Political Science

Admissions

  • California


Faisal Rashid is a partner in the San Francisco, CA office of Fenwick & West LLP. His practice involves providing strategic counseling to private companies on day-to-day corporate matters as well as assisting clients in negotiating and managing financing transactions, mergers and acquisitions and other strategic transactions. Faisal also provides ongoing advice to clients on general corporate compliance, SEC reporting and governance issues. 

Prior to joining Fenwick & West, Faisal was a corporate associate with a large international law firm based in Palo Alto, CA and New York, where he represented companies such as American International Group, Cubist Pharmaceuticals, Inc., Goldman Sachs, Skype, Inc., and UBS. 

Faisal received his J.D. from Yale Law School in 2008, where he was Senior Editor of the Yale Journal on Regulation and selected as a John M. Olin Fellow in Law and Economics. He received his B.A., with honors and distinction, in economics from Stanford University in 2004.


Fatema Merchant is a partner in the Government Contracts, Investigations & International Trade Practice Group in the firm's Washington, D.C. office.

Fatema's practice focuses on compliance counseling and investigations in the areas of export controls, economic sanctions, anti-corruption, customs, and import regulations. Her practice also encompasses international trade and white collar criminal defense work, which includes the U.S. government’s regulation of international trade, cross-border transactions and foreign investment. Fatema regularly assists clients with developing, implementing, and evaluating effective compliance programs across a broad spectrum of legal risk areas. She counsels clients across industries on regulatory filings stemming from cross-border transactions, including filings with the U.S. State Department and the Committee on Foreign Investment in the United States (CFIUS).

At Sheppard Mullin, Fatema is the Co-Chair of the D.C. Diversity Working Group. She also serves on the pro bono committee and is actively involved in various pro bono matters, including representation of asylum seekers.

Prior to joining Sheppard Mullin, Fatema worked in the D.C. office of another international law firm, where she was also seconded as a Special Assistant Attorney General with the District of Columbia Office of the Attorney General. At the OAG, Fatema negotiated settlements, prepared dispositive motions, handled pleadings and discovery, and argued motions. She served as co-counsel in a jury trial in the Superior Court of the District of Columbia, securing a favorable verdict for the District.

Fatema recently served as President of the Capital Area Muslim Bar Association (CAMBA). She was recognized on the Lawyers of Color's Hot List in 2014 and by Super Lawyers as a Washington D.C. Rising Star in 2015-2018. Fatema was also featured in The American Lawyer and on a podcast titled “Multiple Identities: Intersectional Challenges in the Legal Profession,” discussing challenges faced by lawyers of color and her work on diversity & inclusion issues in the legal profession.

 


Jennifer Archie is a partner in the Washington, D.C. office of Latham & Watkins and a member of the firm’s Litigation & Trial Department. She possesses broad investigations, litigation, and counseling experience advising clients from emerging companies to global enterprises across all market sectors in matters involving computer fraud and cybercrime, privacy and data security compliance and program management, advertising and marketing practices, information governance, consumer fraud, employment, and trade secrets. Ms. Archie has particular expertise defending clients in Federal Trade Commission and state consumer protection investigations and preparing for and leading the response to complex and large-scale data breach incidents.

Prior to entering the practice of law, she served as Legislative Assistant and subsequently Press Secretary to Congressman Christopher H. Smith (R-NJ) from 1983-86. She has lectured for various industry, client, and bar groups on diverse topics related to litigation or compliance issues relevant to state and federal computer crime and privacy laws, unfair or deceptive trade practice laws, and social media compliance considerations for regulated industries and public companies.

Ms. Archie is the editor of the Global Privacy & Security Compliance Law Blog, which discusses a wide range of legal developments and controversies involving data protection and privacy issues and practices, transborder data transfers, and data and system security terms and breaches across numerous industry sectors.

 


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.



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.


An-Yen Hu is a partner in the firm’s Technology Companies and Capital Markets practices, where he specializes in all areas of corporate and securities laws. In 2018, Mr. Hu was recognized by The Daily Journal as one of its “Top 40 Under 40” attorneys in the state of California. Mr. Hu currently serves on the Pro Bono Committee of the firm and is the Hiring Partner for the firm’s Silicon Valley office. He joined Goodwin in 2011.

Mr. Hu’s representation of companies spans the entire corporate life cycle, including pre-incorporation planning, general corporate representation and counseling, venture capital financings, mergers and acquisitions, public offerings, corporate governance, SEC compliance and public company representation. Mr. Hu also works with venture capitalists, including Andreessen Horowitz, Benchmark, CRV, Harrison Metal Capital, Khosla, Lightspeed, Unusual Ventures, and Y Combinator, in private stock offerings as well as banks in securities transactions.

In addition to representing issuers and venture capitalists in venture capital financings, Mr. Hu’s transactional experience includes representing:

  • Health Catalyst in its $209 million initial public offering;
  • the underwriters in the $2.6 billion initial public offering of Lyft Inc.;
  • Eventbrite in its $265 million initial public offering;
  • The underwriters in the $3.9 billion initial public offering of Snap Inc.;
  • Zendesk in its $575 million 144A offering;
  • Sale of Avere Systems to Microsoft;
  • Sale of TextRecruit to iCIMS;
  • Atlassian in its $462 million initial public offering and $1 billion 144A offering;
  • NetSuite in its $200 million acquisition of Bronto Software and $310 million 144A offering;
  • Opower in its $116 million initial public offering;
  • Guidewire in its $389 million and $260 million follow-on offerings;
  • the underwriters in the $201 million initial public offering of Box;
  • the underwriters in the $117 million initial public offering and $200 million 144A offering of Trulia;
  • Atlassian in various acquisitions;
  • Reputation.com in various acquisitions; and
  • UserTesting in various acquisitions


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.


Georgia is an Associate on the Data Team at SVB Capital—Silicon Valley Bank’s venture capital group. Georgia works with both the Fund of Funds and Direct investment teams along with Investor Relations, Finance, and Legal to find innovative ways to leverage SVB’s extensive data platform and help move the firm forward.

Georgia graduated summa cum laude with a bachelor’s degree in English and American Studies with a minor in Psychology from Middlebury College. Prior to joining SVB in 2016, Georgia worked as a software engineer at a venture-backed data analytics startup in Boston and prior to that was first hire at a bootstrapped crowdfunding company.