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Venture Capital 2019: Nuts and Bolts


Speaker(s): Alexander D. Lazar, David L. Concannon, Doug Bernstein, Dror Futter, Ellen B. Corenswet, Heather Miles, Jay S. Rand, Jeffrey A. Laretto, Jeffrey R. Wolters, Kelly Warrick, Ori Solomon
Recorded on: Apr. 10, 2019
PLI Program #: 251927

Alexander Lazar is a partner in the Corporate and Securities Practice Group in the firm's New York office.

Areas of Practice

Alexander Lazar advises technology, internet, digital media and life sciences clients on a range of corporate matters from startup through IPO.

Mr. Lazar's practice focuses on:

  • Company formation and founder matters
  • Corporate and commercial growth strategy
  • Initial- through late-stage angel, venture capital and other debt and equity financings
  • Mergers and acquisitions
  • IPOs and other public and private securities offerings
  • Technology and brand licensing
  • Complex commercial transactions, including joint ventures, development, collaboration, manufacturing, supply and consulting arrangements 

Experience

Mr. Lazar represents startups and emerging companies in various stages of growth. Clients have included 360fly, 3Box 4Tech, Axoni, Block Re, Galactic Fog, Gemelli Biotech, IrisVR, Kayak, Landit, Neosync, Novomer, OnDemand Korea, Parachute Health, Portal Instruments, Propel, Reality Analytics, Rent the Runway, Selerity, and Thnks, among others.

Mr. Lazar regularly represents more mature companies in strategic investments and M&A transactions.  Some of his representative transactions include advising:

  • Rakuten and its affiliates in their:
    • Investments in Lyft, Pinterest, Upstart Networks, Xola, and others; and
    • Acquisitions of Viki, Slice Technologies, DC Storm, First Mile, Manifest Commerce, Vibrant Data and Nextperformance, among others
  • LogMeIn in its acquisition of LastPass
  • Oberthur Technologies in its acquisition of More Magic Solutions
  • Boston Scientific Corporation in its acquisitions of Asthmatx and BridgePoint Medical
  • Atrium Medical Corporation in its sale to GETINGE AB

Mr. Lazar regularly speaks on legal issues facing emerging growth and technology companies.  He advises various tech incubators and accelerators and has served as a judge in various business plan and business method competitions.


David L. Concannon is a partner in the New York office of Latham & Watkins where he is a member of the firm’s Emerging Companies Practice.

Mr. Concannon is among a select few lawyers in New York whose practices focus exclusively on emerging companies matters, representing corporate clients as company counsel and venture capital firms as investor counsel. He advises emerging companies through their entire life cycle, from formation to growth stages and exits. Mr. Concannon’s work with clients includes formations, angel, seed, venture, and private equity financings, public offerings, and mergers and acquisitions.

Mr. Concannon spends substantial time advising market participants regarding cryptocurrencies and initial coin offerings. He also serves as a Co-Chair of the firm’s Blockchain and Cryptocurrency Task Force.

Mr. Concannon’s clients include both emerging companies and venture capital firms. His investor-side clients have included Bessemer Venture Partners, IA Ventures, Aquiline Technology Growth Partners, ConsenSys Ventures, and Hermes Growth Partners.

On the company side, Mr. Concannon has advised corporate clients on various aspects throughout their life cycle, including Pipedrive, Raise Marketplace, Reonomy, Selina Hostels, Pilot Fiber, IrisVR, Lenddo, and Fabric Technologies.

Publications

“How FIRRMA Changes The Game For Tech Cos. And Investors” Law360 (October 10, 2018)

“#Crypto Utopia” Latham & Watkins Client Alert (July 17, 2018)

“A Path Forward for Consumer Tokens?” Latham & Watkins Client Alert (June 27, 2018)

“SEC Takes Enforcement Action against Utility Token ICO” Latham & Watkins Client Alert (December 20, 2017)

“SEC: Certain Initial Coin Offerings Are Securities Offerings” Latham & Watkins Client Alert (July 27, 2017)


Ellen Corenswet is a member of Covington’s Corporate Group and Venture Capital/Emerging Company Practice Group. She has served as outside general counsel to emerging growth companies, principally in the life sciences and technology industries, for over 40 years, and her practice has spanned California, Boston and New York.  Ellen also represents venture capital firms and corporate strategic investors in their venture investments and strategic rights negotiations.

Ellen’s company clients range from start-ups to public companies. She works closely with early stage companies and their founders to establish their governance structure, capitalization, and commercial and intellectual property rights, in order to ensure these companies are “venture-ready.” She advises companies and venture investors in a broad range of financings, from convertible notes to seed stage through multiple series of preferred and strategic financings, all with a focus on building towards an M&A exit or an IPO.

Ellen has been recognized as a leading lawyer by Legal 500 for her work in the Venture Capital & Emerging Companies area and is a frequent speaker on legal panels and at conferences, particularly in the life sciences industry. Ellen is on the Board of National Advisors of Springboard Enterprises, Inc., and has been a long-time advisor to Springboard companies in the life sciences, tech and digital health sectors. She also serves on the Board of Directors of New York BIO.


Heather Miles is a partner in Foley Hoag's New York office, representing a wide variety of technology companies spanning the entire corporate life cycle. She represents emerging growth companies with respect to organization, corporate governance, financings, executive compensation, employment, intellectual property and exit via mergers and acquisition or public offerings.

Heather also has experience in the structuring, formation and representation of venture capital funds. She has advised leading venture capital and private equity funds in connection with investments in over twenty jurisdictions.

Heather serves as Co-Chair of the firm's Emerging Company and Venture Capital group.

INDUSTRIES
Technology
Life Sciences

PRACTICES
Capital Markets
Entrepreneurial Services
General Business Counseling
Mergers & Acquisitions
Venture Capital

EDUCATION

Cornell University, LL.M. in International and Comparative Law, 2004
Cornell University, J.D., 2004
Colby College, B.A. in Religious Studies, magna cum laude, 1999

BAR ADMISSIONS
New York
Massachusetts


Jay S. Rand is a corporate partner with Frankfurt Kurnit Klein & Selz PC, based in New York.  He has extensive experience advising on entity formation, corporate governance, venture capital and other types of financing. He also advises clients on M&A transactions, strategic and branding partnerships, and licensing arrangements. Jay’s practice focuses in particular on clients in high-growth industries, such as digital media, blockchain, fintech, health and life sciences, gaming and consumer goods and technologies. He also represents venture capital funds, private equity funds, angel investors and accelerators in investment and other transactional matters.

Jay is a member of the adjunct faculty at Columbia Law School, where he teaches a course in High-Growth Entrepreneurship. He is also a frequent speaker and author of articles on issues critical to emerging companies, entrepreneurs and investors.

Jay is a graduate of The Johns Hopkins University, where he was elected to Phi Beta Kappa, and the University of Pennsylvania School of Law.  He is admitted to practice in New York.


Jeff Laretto represents high-growth technology companies, predominately those located in and around New York City and Silicon Valley, at all stages of development. He frequently advises on incorporation and organizational matters, angel, seed and venture capital investments, general corporate strategy, venture debt transactions, strategic investments, complex commercial transactions, acquisitions, employment matters, mergers and other sale transactions. He also counsels venture capital funds, private equity funds and strategic investors in connection with investments, acquisitions and divestitures.


Ori Solomon is a partner in the Corporate Department and Co-chair of the firm’s Emerging Companies and Venture Capital practice.

Mr. Solomon provides general corporate representation to a wide range of companies, from start-ups and emerging growth companies to large public companies.  Mr. Solomon also represents venture capital funds in a wide range of transactions, including investments in portfolio companies and secondary direct transactions.

His transaction-based practice focuses primarily on representing emerging companies and their investors in a variety of venture and growth equity financings, secondary investments, mergers and acquisitions, joint ventures and other strategic transactions.

Mr. Solomon has represented clients in a variety of industries, primarily life sciences and technology.  He is recognized as a leading lawyer by Legal 500 US for Media, Technology & Telecoms.

Mr. Solomon also regularly represents both buyers and sellers in structuring, negotiating and documenting acquisitions involving public and private companies, and also has significant experience in public and private corporate finance transactions, including registered equity offerings, PIPEs and other alternative financing transactions. He regularly advises public company clients with respect to corporate governance issues, board of directors matters, SEC periodic reporting and other securities law compliance, proxy statements and annual meetings, disclosure controls and procedures, and Sarbanes-Oxley and other related matters.

 Education

University of Western Ontario (B.A., 1995)

University of Toronto Faculty of Law (J.D., 1998)

Admissions & Qualifications

Massachusetts

New York


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.


Kelly is Chief Investment & Associate General Counsel for Ventures, GE’s growth and innovation business comprised of GE Ventures, GE Licensing and New Business Creation. GE Ventures invests in and partners with the entrepreneurial ecosystem across Healthcare, Energy, Software and Advanced Manufacturing, and starts and grows companies via its New Business Creation unit. GE Licensing creates shareholder value through GE’s intellectual property. Kelly is responsible for the legal, transactional and compliance matters for equity investing across the Ventures business units. 

From 2006 to 2012, Kelly was Senior Counsel at GE Equity, GE Capital’s $6 billion strategic private equity portfolio. In this role, she was responsible for advising senior management on the day-to-day affairs of the business as well as leading direct investment, portfolio management and exits.  Kelly led the legal efforts to create Ventures in 2012 and joined it when it officially launched on January 1, 2013.

Prior to joining General Electric in 2006, Kelly practiced M&A, private equity, venture capital and securities law at Paul Hastings in their New York and Connecticut offices.

Kelly graduated from Boston College with a BA in History, and she received a JD from Georgetown University Law School.


Dror Futter focuses his practice on startup and blockchain companies and their investors, and has worked with a wide range of technology companies. His fifteen years’ experience as in-house counsel included positions with Vidyo, Inc., a venture-backed videoconferencing company, and New Venture Partners, a venture fund focused on corporate spinouts. Prior to that, Mr. Futter was Counsel to the CIO of Lucent Technologies, as well as supporting parts of its sourcing organization.

Mr. Futter’s practice has three main focus areas:

Venture Finance/Corporate 
Mr. Futter has represented companies and venture funds in numerous equity and debt financing rounds, from early “friends and family” and Seed rounds to later-stage mezzanine financings, and has been on both sides of the table in these transactions. On the corporate side, he routinely handles corporate formations, employee equity plans and mergers and acquisitions. Mr. Futter has also been involved in over 40 corporate spinouts and understands the unique concerns of corporate venture investors.

Blockchain and Cryptocurrencies 
Mr. Futter advises clients with respect to legal developments in the rapidly developing blockchain and cryptocurrency spaces.   He has advised on ICO’s and has worked with consortia considering the issues involved in using permissioned blockchains to support supply chain record keeping.

Transactional IT & IP
Mr. Futter represents clients in a broad range of transactions, including: software licenses, SaaS Agreements, outsourcing agreements, development agreements, website terms and conditions, patent licenses, direct and indirect channel distribution agreements, services agreements, manufacturing agreements, and other supply chain agreements.

Mr. Futter serves on the Model Forms Drafting Group of the National Venture Capital Association, the legal advisory board of the Angel Capital Association and Legal Working Group of the Wall Street Blockchain Alliance. He is also a frequent speaker and writer on venture and blockchain related topics.  In addition, Mr. Futter is an Entrepreneur in Residence at the Stevens Venture Center of the Stevens Institute of Technology and a Mentor at Princeton University’s Keller Center.

Mr. Futter is a 1986 magna cum laude graduate of Princeton University and 1989 graduate of Columbia University School of Law. He also earned an Executive MBA in 1999 from the American Electronics Association Executive Institute of Stanford University.

 


I represent venture capital funds -- primarily serving as general counsel to First Round Capital (www.firstround.com).

I fell in love in high school and followed her to the University of Rochester where I learned that it's really cold in Rochester, hard to get a job with a history major, and that I should probably go to law school (or play the lottery) if I ever wanted to be able to afford season tickets to my beloved NY Mets.  Following college I received my law degree from Case Western Reserve University School of Law, which is a really long name -- even for a law school.

After law school I (finally) married my high school sweetheart, worked at a bunch of law firms and a private equity fund, taught a law school course on venture capital law, and turned down the general counsel job at half.com shortly before it was acquired eBay (for a lot of money).

In 2009 I founded Bernstein Law Group, PC, a name I selected after exhaustive market research — and a few beers.

I lecture frequently on a wide variety of topics -- primarily to my wife and kids. I've worked on more venture capital transactions then any lawyer in the history of the world and hope that my #StatsIMadeUp meme on twitter (@DougBernstein) catches on one day.

When not working on venture capital transactions I coach my son's various sports teams, watch my daughter's ballet recitals, attempt to play golf, and train for an annual whac-a-mole competition. Yes, whac-a-mole is a sport.  No, I won't teach you how to Dougie.

I can't metabolize red wine, have developed an immunity to iocane powder, recently switched from beer to scotch, and still don't have those Mets season tickets.