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Venture Capital 2021: Nuts and Bolts


Speaker(s): Curtis L. Mo, Daniel Matthews, Danielle Naftulin, Edward F. Vermeer, Gregory W. Heibel, John F. Maselli, Matthew P. Quilter, Mitzi Chang, Stephen Salmon, Yoichiro Taku
Recorded on: May. 6, 2021
PLI Program #: 307110

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.


Danielle Naftulin's practice focuses on the representation of issuers and venture capital investors in the formation and financing of emerging technology and life sciences companies. She also counsels emerging companies with respect to mergers and acquisitions, recapitalizations, spin-outs and general corporate matters, and she has experience representing companies with respect to their initial public offerings and various other public financing and strategic transactions. Danielle also advises public companies with respect to their reporting requirements and corporate governance obligations.

Danielle has been a guest speaker on venture capital transactions and other corporate matters at UCLA School of Law, Santa Clara University School of Law and Stanford Law School.

Education 

UCLA School of Law 
JD, 2000

University of Michigan, Ann Arbor 
AB, 1997, History, with honors 

Bar Admissions
California

 

 


Edward F. Vermeer is an attorney specializing in venture capital investments at Intel Capital, Intel Corporation's global investment and M&A organization, where he is currently Associate General Counsel. Since joining Intel Capital in 2005, Edward has closed over 180 venture investments and strategic transactions in a variety of deal structures, including equity financings, convertible debt investments, warrants, licensing and collaboration agreements, and recapitalizations. He has also represented Intel Capital in the sale of portfolio company investments to well-known private equity and strategic acquirers. Intel Capital invests in a wide range of technology start-ups and companies worldwide focusing on artificial intelligence, autonomous driving, 5G communications, the Internet of Things (IoT), data center and cloud software and security, and semiconductor manufacturing. Since 1991, Intel Capital has invested US$12.4 billion in over 1,550 companies in 57 countries. In that timeframe, over 200 portfolio companies have gone public on various exchanges around the world and over 360 were acquired or participated in a merger.

Mr. Vermeer has over 22 years of legal and venture capital experience. He has served as a board observer and advisor to numerous startups. Prior to joining Intel Capital, he practiced at Latham & Watkins and Wilson Sonsini for a total of eight years where he specialized in startup company formation, corporate governance, venture capital investments, mergers and acquisitions, and private and public company representation. Mr. Vermeer is Certified Public Accountant currently on inactive status. He earned his J.D. in 1997 from the Georgetown University Law Center, Washington, D.C. and his B.S. in Accounting from the University of Maryland, College Park.


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 

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

Education
• 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 

Memberships
• State Bar of California

 


Mitzi Chang is a partner in Goodwin’s Technology + Life Sciences group and serves as co-chair of its Digital Currency & Blockchain Technology practice. Ms. Chang was named as a 2018 National Law Journal Cryptocurrency, Blockchain and Fintech Trailblazer. She focuses on corporate and securities law, representing public and private companies, venture capital and private equity firms and investment banks in capital markets transactions, mergers and acquisitions, venture capital financings, SEC reporting and other general corporate and securities matters. Ms. Chang advises companies through every stage of the corporate life cycle – from initial financing through successful initial public offering or acquisition. Ms. Chang also advises blockchain and digital currency companies and venture funds with respect to digital token sales and related securities law and regulatory matters. Prior to joining Goodwin, Ms. Chang spent three years as in-house legal counsel at a Nasdaq listed public technology company in San Francisco.

Ms. Chang currently serves on the firm’s Committee on Racial and Ethnic Diversity and on the hiring committee for Goodwin’s San Francisco office.

Professional Activities

Ms. Chang is a member of the American Bar Association, San Francisco Bar Association and the State Bar of California.

Professional Experience

Prior to joining Goodwin, Ms. Chang was a senior counsel at CBS Interactive Inc. (formerly CNET Networks, Inc.), where she advised and supported the company’s Games, Music & Lifestyle and TV Entertainment divisions in their business-related matters as well as the company in its acquisitions, securities-related and other corporate matters. She previously practiced as an associate at Latham & Watkins LLP.

Publications

Ms. Chang is a co-author of the article “Health Care Compliance and the Sarbanes-Oxley Act,” 2004 Health Law and Compliance Update, Ch. 3, Aspen (2004) and “ICO Participant Liability – Could You Be Liable for Assisting in the Sale of Unregistered Securities?” Securities Regulation & Law Report, 49 SRLR 1948, 12/18/17. Ms. Chang has also been a workshop speaker for Pipeline Angels, a network of new and seasoned women investors, since 2012. She was also Pitch Makeover’s featured guest on the podcast’s Legal Minute segment throughout the first season. Ms. Chang has spoken on various panels with respect to securities law and regulatory issues in connection with digital token sales.

Education

  • J.D., Georgetown University Law Center, 2002
  • B.A., University of California, Berkeley, 1999 (magna cum laude, Phi Beta Kappa)


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

MERGERS AND ACQUISITIONS REPRESENTATIONS
• 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

CAPITAL MARKETS REPRESENTATIONS
• 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

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

Recognition
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

 


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.


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.


Dan advises public and private corporations on a wide range of Delaware corporate law matters, including corporate governance issues as well as the Delaware aspects of corporate transactions.  Dan’s work involves a variety of complex transactions, including mergers and acquisitions, preferred stock investments and other financing transactions, as well as counseling boards of directors and committees of independent directors on their fiduciary duties.  Dan also provides formal legal opinions on issues involving Delaware corporate law. 

In addition, Dan counsels corporations on the technical requirements of the Delaware General Corporation Law (“DGCL”).  Drawing on that experience, Dan has guided hundreds of corporations through Delaware’s statutory ratification process under Section 204 of the DGCL and has provided corporate related advice in several of the key cases involving application of Delaware’s validation procedures before the Court of Chancery under Section 205 of the DGCL. 

A frequent writer on Delaware corporate law, Dan is the lead editor of the treatise Drexler, Black and Sparks, Delaware Corporation Law and Practice and is the author of the Bloomberg BNA Corporate Practice Series Portfolio The Delaware Corporation: Legal Aspects of Organization and Operation.