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Advanced Venture Capital 2021


Speaker(s): Chris Metinko, Curtis L. Mo, David A. Makarechian, David C. Buck, David R. Young, Kelsey Chase, Lianna C. Whittleton, Margo H. K. Tank, Mark Stevens, Michael Allers, Mitzi Chang, Pamela L. Marcogliese
Recorded on: Oct. 26, 2021
PLI Program #: 307150

Kelsey Chase is the President and Co-founder of Aumni, an investment analytics platform for private capital markets that includes venture funds, family offices, university endowments, and corporate venture firms. As Aumni’s President, Kelsey oversees the go-to-market strategy and growth for the firm’s principal lines of business. 

Prior to co-founding Aumni in 2018, Kelsey was a corporate attorney with DLA Piper and Wilson Sonsini, where he represented emerging growth companies and private capital investors. It was during his legal tenure that the idea was born to create an automated platform that would unlock and add structure to critical deal data buried in dense legal agreements. 

Kelsey has lectured on the subjects of venture capital and entrepreneurship at UC Hastings College of the Law, the University of San Diego School of Business and School of Law, and serves as a frequent guest on podcasts, webinars, and panels. In his free time, Kelsey enjoys spending time with his wife and two young children, and taking advantage of Utah’s world-class skiing and natural beauty.

 


David Buck has an extensive corporate and securities law practice emphasizing transactional and governance matters. His corporate finance practice includes representing both issuers and investment banks in initial public offerings and other public, private equity and debt offerings. He also advises companies, special committees and financial advisors concerning mergers and acquisitions transactions (both public and private), joint ventures and private equity investments. In addition, David regularly counsels public clients regarding compliance with periodic reporting, proxy solicitation, corporate governance matters and other requirements of the federal securities laws, the New York Stock Exchange, the NASDAQ Stock Market and other exchange rules. He also has experience advising on corporate and securities matters in connection with multiple restructurings under Chapter 11.

David has particular industry experience with domestic and international energy (including oil and gas exploration & production (E&P), midstream, offshore drilling, seismic and other energy services, and oilfield equipment manufacturing and supply businesses), retail electric and natural gas, power transmission and distribution, maritime transportation, restaurant, aviation and death care companies.

David has been acknowledged in numerous industry publications. In 2017 and 2019, David was named “Lawyer of the Year” for Securities/Capital Markets Law in Best LawyersHoustonia Magazine recognized him as a “Top Lawyer in Houston” in 2016. He was recognized in Houston Business Journal’s 2015 Who’s Who in Law, Mergers & Acquisitions. David was profiled as one of the leading Corporate/M&A (2009–2021) and Capital Markets (2015–2020) lawyers in Texas by Chambers and Partners USA: America’s Leading Business Lawyers. David was recognized for Corporate Law (2007–2018) and Securities/Capital Markets Law (2016–2019, 2021–2022) by The Best Lawyers in AmericaTexas Monthly recognized him as a Texas “Super Lawyer” in Securities and Corporate Finance Law (2007–2019) and a Texas Rising Star (2004–2006). The US Legal 500 profiled him as one of the leading Mergers & Acquisitions (2010–2016), Capital Markets Debt Offerings (2012–2016), Capital Markets Equity Offerings (2013–2016) and Energy Transactions (2015–2016) lawyers in the United States.


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 Young is a co-founder of Cooley’s Santa Monica office and represents emerging growth companies at all stages, as well as the venture capital firms, strategic investors and investment banks that finance these companies. In addition to providing strategic counseling, his practice encompasses venture capital financings, mergers and acquisitions, public offerings, equity compensation matters, strategic counseling, complex corporate partnering transactions and corporate governance. He represents both public and private companies, primarily in the digital media, software, technology, cleantech, life sciences, consumer products and media and entertainment sectors, and also frequently represents venture capital firms and other investors in financings.


Lianna Whittleton is a partner in the Palo Alto office of Wilson Sonsini Goodrich & Rosati. Her practice focuses on corporate and securities work for both public and private companies across all stages of growth, from early-stage start-up companies to pre-IPO companies to public companies. Lianna counsels entrepreneurs on formation, equity structures, corporate governance, and employment matters. She also regularly represents issuers and underwriters in connection with initial public offerings and other capital market transactions.

 EDUCATION:

  • J.D., The George Washington University Law School, 2009
  • B.A., International Relations and Political Science, University of Southern California, 2005

ADMISSIONS:

  • State Bar of California

HONORS:

  • Named to the 2014-2018 editions of the "Rising Stars" list published by Northern California Super Lawyers

 


Margo Tank is the US Co-Chair of DLA Piper’s Financial Services Sector and Co-Chair of the Financial Regulatory and Technology Group. She advises commercial enterprises, financial institutions and technology companies on the full spectrum of legal and regulatory matters related to the use of electronic signatures and records to conduct business online or via a mobile device in compliance with the federal Electronic Signature in Global and National Commerce Act (ESIGN Act), the Uniform Electronic Transactions Act (UETA) and various Uniform Commercial Code (UCC) Articles enabling digital transactions, including Article 9-105. She also advises businesses on the use of smart contracts and blockchain technologies and the laws enabling money transfer, including virtual currencies and other emerging payments mechanisms. Ms. Tank also advises on laws related to privacy and data security matters, including the Gramm-Leach-Bliley Act, (GLBA), the Fair Credit Reporting Act (FCRA), and on other consumer protection laws, such as the Electronic Funds Transfer Act (EFTA) and federal and state unfair and deceptive acts and practices (UDAP/UDAAP) laws.

Ms. Tank began her legal career as counsel to the US House of Representatives, Committee on Banking and Financial Services. An early advocate for the financial services industry's acceptance and implementation of electronic signatures, she served as counsel to the Electronic Financial Services Council and assisted the group that drafted and lobbied for the federal ESIGN Act, and is currently counsel to the Electronic Signature and Records Association, where she works to further electronic financial services policy before Congress and federal regulators. She also is counsel and co-reporter for Standards and Procedures for Electronic Records and Signatures (SPeRS). She is a member of the American Bar Association's Business Law Section and the Committee on the Law of Commerce in Cyberspace, is on the xDTM Standard Board of Governors and is a legal member participant in the Digital Chamber of Commerce's Smart Contracts Alliance.

Ms. Tank is ranked in Chambers Fintech 2019 and 2020 and was recently named to the National Law Journal's list of Technology Trailblazers. She continues to be ranked in Legal 500. She has written books, articles and surveys on electronic signatures, smart contracts, virtual currency, privacy, financial services websites and mobile apps and more. She co-authored eight editions of Thomson Reuter's The Law of Electronic Signatures and Records (2012-2019), and three editions of SPeRS, a compilation of guidelines, procedures, checklists and strategies for developing systems to create, deliver, sign, manage and transfer legally enforceable electronic records and signatures in commercial and consumer transactions.


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)


Pamela L. Marcogliese is a partner at Freshfields Bruckhaus Deringer whose practice focuses on capital markets transactions and corporate governance matters. She has deep experience providing issuers and underwriters with advice on the full range of debt and equity offerings, including initial public offerings, direct listings and SPAC transactions; shelf registrations and takedowns; convertible offerings; block trades; private placements; stock repurchase programs; exchange offers; MTN programs; derivatives; tender offers; open market purchases; consent solicitations and liability management matters.

She regularly advises boards of directors and management on a variety of corporate governance topics, including crisis preparedness, mitigation and response; succession planning; dual class and multi-class share structures; board composition, refreshment, succession and director independence; stakeholder governance and public benefit corporation (PBC) matters; fiduciary duties and conflicts; stakeholder engagement and activism defense; shareholder proposals and proxy season trends; environmental, social and governance (ESG) issues; and cybersecurity matters. In addition to her practice, she regularly lectures and writes on corporate governance, cybersecurity and blockchain topics.

Pamela has advised a number of companies on governance, disclosure, capital markets and other matters, including Agilent, Alphabet/Google, AstraZeneca, Atlantic Power, Ciena, Clever Leaves, ConEd, Dun & Bradstreet, Lighting eMotors, Lowe’s, Pinterest, Sabre, Sonoco, TriNet, Starbucks, Tempur Sealy, Tiffany’s, Vanguard and Zymergen. 

Pamela is ranked among only four leading lawyers in the United States for Corporate Governance by Legal 500 US 2021, recognized among top women in deal making for defending companies and their boards against shareholder activism by The Deal 2021, and recognized among leading lawyers for corporate governance matters by Expert Guide’s Women in Business Law 2021.


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.


Mark partners with emerging, high-growth and mature technology companies in Silicon Valley and New York, throughout the U.S. and all over the world.

He offers strategic advice on transactional matters at every stage, including initial funding, venture capital financings, mergers and acquisitions and public market fundraising. He also represents the venture, incubator, corporate and growth investors who invest in those companies, as well as the investment banks that serve them. Clients appreciate the 360-degree perspective Mark brings from having previously worked as a legal and business executive at major technology companies and as a partner in a venture capital firm.

For nearly a decade, Mark has been recognized as a leading lawyer by Chambers USA for his work with venture capital, startups and emerging companies. In the recent edition of Chambers USA, a client commented, "[Mark] is the epitome of the experienced and effective business lawyer. He has a tremendous amount of experience and can effectively tailor all of that experience to specific, actionable advice for your company."

Mark is also ranked as a key lawyer by Legal 500 for venture capital and emerging companies. In the 2021 edition of Legal 500, his client notes, “Mark Stevens has decades of experience coupled with intelligent, strategic thinking.”

 


Mike has significant experience representing growth equity and private equity funds in equity financings, mergers, acquisitions and divestitures, among other strategic transactions. With many years of experience in domestic and cross-border investment transactions, he also understands the complexity and bespoke nature of innovative growth equity financings. While he has a well-rounded practice across a variety of industries, he has particular experience with investment in the financial technology, biotechnology and software industries.

Mike shared in his press release upon joining the firm, “It is exciting to join a firm with such an exemplary reputation in this ecosystem and a single-minded commitment to the same types of clients I am focused on. Gunderson Dettmer has always stayed one step ahead of the market and brings the right business-minded approach to supporting funds making complex growth equity investments around the world.”

His experience prior to joining Gunderson Dettmer includes:

  • Represented a private equity fund in multiple acquisitions of leading companies in the consumer products and healthcare spaces.
  • Represented a leading FinTech trading platform in its sale to an international private equity group.
  • Represented the venture capital arm of an international private equity firm in investment transactions in emerging growth tech companies.

Mike joined the firm from Kirkland & Ellis where he was a partner in the San Francisco office. He also served as an officer in the US Navy.