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Advanced Venture Capital 2012


Speaker(s): Brian C. Hutchings, Christie Branson Ma, Collin G. Smyser, Curtis L. Mo, Danielle Naftulin, Donna M. Petkanics, Edward F. Vermeer, Jack Wills, Jay A. Hershey, Jeffrey R. Wolters, Kathi A. Rawnsley, Kathleen Borie, Katie G. Taormino, Paul Koenig, Steven J. Tonsfeldt, Thomas W. Kellerman
Recorded on: Dec. 4, 2012
PLI Program #: 35005

Donna M. Petkanics is a partner in the Palo Alto office of Wilson Sonsini Goodrich & Rosati. Her law practice focuses on the representation of growth companies, with a particular emphasis on corporate and securities issues. She represents both privately held and public companies across a broad range of industries, including telecommunications, Internet infrastructure, networking, life sciences, computer software and hardware, clean technology and energy, and electronics. She has experience representing companies in many types of corporate transactions, including mergers and acquisitions, initial public offerings, and joint ventures. She also counsels clients who are starting new businesses with respect to general corporate matters and protection of their intellectual property.

During her tenure at the firm, Donna has served in a number of management positions, including managing director of operations and chair of the Operations Committee from 2000 to 2006; member of the firm's board of directors and Compensation Committee; associate managing partner of the firm; and co-chair of the Hiring Committee and Nominating Committee. She currently is a member of the firm's Policy Committee and served on the board of directors of the Wilson Sonsini Goodrich & Rosati Foundation from 2000 to 2010.

Prior to attending law school, Donna was a staff economist in the Executive Office of the President during Jimmy Carter's administration and also worked for the House of Representatives. She began practicing at Wilson Sonsini Goodrich & Rosati in 1985.

SELECT TRANSACTIONS AND CLIENTS:

  • In the course of her career, Donna has represented companies and underwriters in more than 65 public offerings
  • Public companies Donna has represented include Agilent Technologies, Calgene, Catalytica Energy Systems, Cell Genesys, Cypress Semiconductor, Foundation Health, Hewlett-Packard, LoudCloud, Pacific Biosciences, PMC-Sierra, Solectron Corporation, Sun Microsystems, and Zilog

EDUCATION:
  • J.D., University of California, Berkeley, Boalt Hall School of Law, 1985
  • B.A., Economics, Northwestern University, 1980
    • Member, Phi Beta Kappa

ASSOCIATIONS AND MEMBERSHIPS:
  • Trustee, UC Berkeley Foundation


Jack Wills has more than fifteen years of industry experience and is responsible for Probitas Partners' primary fundraising project management activities. Prior to joining Probitas Partners, Jack worked at Citigroup, where he co-managed a portfolio of over $1 billion in commitments to venture capital and private equity funds, with responsibility for researching, selecting and supervising those investments. Previously, Jack was a corporate attorney at Cooley Godward LLP (now Cooley LLP) and Perkins Coie LLP. His practice focused on representing emerging companies and their investors in a variety of financing transactions and mergers and acquisitions. Before attending law school, Jack served as Assistant Press Secretary to US Senator Daniel Patrick Moynihan of New York. Jack graduated with a BA in History from Yale University and a JD from the University of Chicago. He is a member (inactive) of the California State Bar.


Jay Hershey is a Managing Director and oversees the Venture Services effort for Piper Jaffray’s Corporate & Venture Services team. Jay also works closely with the firm’s Investment Banking clients within the Clean Technology and Consumer sectors. Jay’s expertise is in the advisory and execution of exit strategies for clients with large equity positions. Over his 17 year career at Piper Jaffray, he has successfully advised and executed well over 1.5 billion shares in equity transactions.

Jay plays a leadership and business development role within the Corporate & Venture Services team. Jay played a key role in establishing the existing Corporate & Venture Services team for Piper Jaffray. Jay founded the Piper Jaffray-Cooley LLC Venture Capital Roundtable in 2001 where annually he is a featured speaker. Jay has been a speaker at the Practising Law Institute’s (PLI) 2011 & 2012 Advanced Venture Capital programs.

Jay graduated with a Bachelor of Business Administration degree in Finance from the University of Iowa.


Kathleen Borie is a member of the Emerging Company Services (ECS) group at PricewaterhouseCoopers. ECS acts as “mentor capitalists” for young, high potential companies, assisting them in numerous ways ranging from reviews of business plans to introductions to Venture Capital firms and service providers who may be relevant to their success.

Before joining PwC, Kathleen had 15 years of experience in marketing and business development roles at companies focused on providing finance and accounting solutions to emerging growth companies in the Bay Area and Southern California. Most recently, she was the Director of Business Development at Accretive Solutions, a national consulting firm.

Prior to that she held sales leadership positions at Capital Advisors Group house (an investment management firm) and Silicon Valley Bank (a lender to technology/life sciences companies).

Kathleen has a BA/MA in Finance from Tufts University.


Katie Taormino is a Partner with SVB Capital’s Venture Capital Relationship Management team. In this role, she oversees strategic relationships with venture capital and law firms by leveraging the diverse financial services of the SVB Financial Group platform.

In her efforts with the venture capital community, Taormino is focused on building and managing unique and strategic relationships with each firm and its individual partners to ensure that SVB is providing the best possible insights, guidan ce, products and services to the firm and its portfolio companies. She delivers market intelligence and provides differentiated interactions that allow them to leverage SVB’s position in the marketplace. In this role, she sources and advises on limited partnership and co-investment opportunities, as well as partner and portfolio company banking opportunities. Similarly, Taormino is focused on managing relationships with a key subset of attorneys that represent the most prominent venture investors and technology companies in Silicon Valley. Her objective in this role is to build roadmaps with each attorney in order to ensure that SVB is providing unique, competitive and efficient solutions to their clients. She delivers market insights and access to the SVB network that allows partners to build their client base.

Taormino has over ten years of relationship management experience in the financial services industry creating, marketing and negotiating innovative lending and banking products. Prior to joining SVB in 2008, Taormino was Vice President at Comerica Bank, where she managed a portfolio of late stage company relationships.

She holds a bachelor's degree in finance from Santa Clara University. She is also a Trustee of Palo Alto University and sits on the advisory board of the Center for Innovation and Entrepreneurship at Santa Clara University.


BRIAN HUTCHINGS is a partner with Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP. He focuses on the representation of private and publicly held emerging growth companies and venture capital funds that invest in those companies. Brian specializes in corporate, securities and partnership law, including the formation and financing of companies, the formation of venture funds, public offerings, corporate governance and investor-side financings of all stages. Brian's work with companies spans the entire corporate life-cycle, including strategic decisions and coaching prior to incorporation, general corporate representation and counseling, venture capital financings, initial public offerings and mergers and acquisitions. Brian has significant international venture capital experience, particularly in Latin America. He represents over twenty venture-backed technology companies in Brazil in cross-border venture financings and acquisitions. Additionally, he has represents numerous venture funds, both U.S.-based and Brazil-based, when investing in Brazilian technology companies and raising Latin America-specific venture funds. Brian earned a J.D., magna cum laude, from Villanova University School of Law and earned a B.M., summa cum laude, from James Madison University. Brian is admitted to practice law in the State of New York.


Christie Branson Ma manages legal affairs and serves as general counsel to SVB Capital, Silicon Valley Bank’s venture capital fund division. SVB Capital has over $4B in assets under management in venture fund of funds, direct investment funds, special purpose vehicles and separate accounts.  Christie regularly negotiates investments in domestic and international start-up companies and venture capital funds, forms venture capital funds and manages the legal aspects of limited partner and portfolio company and fund relations. She has in the past advised on Silicon Valley Bank’s domestic and international corporate governance matters, SEC/public company reporting, the Silicon Valley Bank warrant portfolio and international operational activities in China and India. Christie has over 17 years of legal and investing experience within the venture capital community.

Prior to joining Silicon Valley Bank in 2008, Christie was a corporate attorney with the law firm of DLA Piper US LLP.   Prior to going to law school, Christie was an admissions counselor for UC Santa Barbara. Christie is admitted to the California state bar, earned a juris doctorate from Santa Clara University School of Law and a bachelor's degree from University of California at Santa Barbara.


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

 

 


Steven Tonsfeldt represents public and private companies in domestic and cross-border M&A transactions, contested transactions, hostile takeovers and defense planning. He also advises private investors and their portfolio companies on investment and acquisition transactions, and financial advisors working with companies engaged in transactional matters.

Over the past several years, Steve has led lawyer teams in acquisition transactions having an aggregate value of well over US$100 billion.

Steve has been ranked in Corporate/M&A by Chambers USA for more than a decade. The American Lawyer has named Steve a Dealmaker of the Week. He has been recognized as a leading corporate lawyer in The Best Lawyers in America, Lawdragon, The Legal 500 and Who's Who Legal: Corporate - M&A and Governance. San Francisco Magazine has named Steve a Northern California "Super Lawyer" for many years. Steve is a past member of the Law360 M&A editorial advisory board.

Steve is a frequent speaker on corporate and M&A topics. He served on the coordinating committee for the American Bar Association's most recent Delaware Business Law Forum.

Prior to law school, Steve worked as a certified public accountant with Deloitte & Touche. He also taught accounting at UC Berkeley's Haas School of Business as a graduate student instructor.

Bar Admissions

  • California


Thomas W. Kellerman represents companies, investment banks, and venture capital funds, advising technology industry clients on public offerings, mergers and acquisitions (M&A), venture capital and other private finance transactions, and corporate governance matters. Having practiced in London for four years, Tom has experience in cross-border transactions for technology companies.

Tom represents issuers and underwriters in equity financing matters, and has handled more than 75 public offerings and advised on hundreds of venture capital and private placement transactions.

A frequent speaker at the US Practising Law Institute and the Director Education and Certification Program of the UCLA Anderson School of Management, Tom lectures on corporate governance, securities, and finance issues.

Tom serves as a board member for three nonprofit organizations: the Montana Academy Foundation, the Silicon Valley Campaign for Legal Services (SVCLS), and Computers for Everyone.

AWARDS AND AFFILIATIONS

Listed, The Best Lawyers in America (2007–2017)

Listed, The Legal 500 United States (2011–2015)

Admitted to the California Bar, 1980

Former Co-Chair, Education Committee of the Business Law Section of the California State Bar

ADMISSIONS

California

EDUCATION

University of California, Los Angeles School of Law, 1980, J.D.

Western Illinois University, 1976, B.A.

SECTORS

Life Sciences

Technology

SERVICES

Securities & Corporate Governance

Mergers & Acquisitions

Technology Transactions

Environmental Counseling & Litigation

Private Equity

Corporate, Finance & Investment Management

Emerging Business & Technology

Life Sciences Transactions

REGIONS

North America

Asia Pacific

India


As a start-up specialist who has nurtured dozens of fledgling companies through their early stages, Kathi Rawnsley sees her job as part lawyer and part coach. Many of her clients are entrepreneurs dealing with new and often unfamiliar challenges. In helping them work through the myriad complexities of founding a technology company — many with legal implications — she regularly finds herself answering questions such as "Is this normal?" "Is that right?" and "What do you suggest?"

Kathi’s background makes her amply equipped to answer these questions. Before joining the firm, she served as regional counsel (and for a short while, acting general counsel) of Intel Capital — the venture capital arm of the technology giant and one of the world’s most active venture investors — where she played a key role in substantial investments in a wide range of start-ups.

Steeped in the no-nonsense business culture of Silicon Valley, Kathi understands entrepreneurs and the pressures they face. She knows from long experience that the company is their “baby” and that their roles change once they accept outside investors. From that point on, they are in the unfamiliar position of having board members to whom they must answer — and Kathi is adept at helping them make the adjustment so they can work effectively in their new circumstances. She helps with their financing. She negotiates their contracts. She helps them think through issues related to building a team, growing beyond Beta and putting together scenarios around an eventual exit. Kathi is also an active player in the start-up community. She was a co-founder of FirstGrowthVC, which provides a formal mentoring program and peer group for high-potential tech entrepreneurs.

Kathi believes in collaborative — as opposed to adversarial — lawyering. To her, winning every last point is less important than reaching a solution that results in a win for everyone. A large number of now-successful companies have received the benefits of this approach.

REPRESENTATIVE ENGAGEMENTS

  • Represented Andreessen Horowitz in connection with its investment in Zulily.
  • Represented Advance Publications (Condé Nast) in connection with its investment in Rent the Runway.
  • Represented Continuuity, Inc., in its seed and Series A Preferred Stock financings.
  • Represented VigLink, Inc., in its Series A and Series B Preferred Stock financings.
  • Represented BirchBox in its acquisition of Paris-based JolieBox.

PUBLICATIONS

  • Silicon Valley: Still At The Head Of The Class
    Metropolitan Corporate Counsel, January 2009
    Kathi Rawnsley
  • Barbie Disciplines a Brat: Playing with the Wrong Dolls Can Cost $100 Million
    BNA: Patent, Trademark & Copyright Journal, October 31, 2008
    David Leit, Kathi Rawnsley
  • Barbie Disciplines A Brat: Playing with the Wrong Dolls Can Cost $100 Million
    Tech Group Client Alert, September 2008
    David Leit, Kathi Rawnsley

PRESS MENTIONS

  • Gary Wingens, Kathi Rawnsley and Ed Zimmerman discuss the strategic growth of Lowenstein Sandler's Palo Alto office. , Daily Journal , June 16, 2011
  • In a San Francisco Chronicle article, FirstGrowthVC, founded by Ed Zimmerman, Kathi Rawnsley and Raymond P. Thek, is highlighted for giving the New York venture capital community access to talent, fellow entrepreneurs, venture capitalists and angel investors. , San Francisco Chronicle, Business Insider , July 7, 2010
  • The firm's addition of Kathi Rawnsley, Member and co-founder of the Silicon Valley office in Palo Alto, CA, and Brad Arington, Counsel, is highlighted. Both have joined as members of the Tech Group. , Metropolitan Corporate Counsel , August 2008
  • The firm's addition of Kathi Rawnsley, who joins as a member of its Tech Group and will lead the firm's new Silicon Valley office in Palo Alto, CA, and Brad Arington, is highlighted in Movers & Shakers. , Daily Deal/The Deal , May 21, 2008

RELATED AREAS

Corporate
The Tech Group
Venture Capital, Angel Investing, and M&A

EDUCATION

Santa Clara University School of Law ( J.D. , 1995 ) , cum laude

University of Vermont ( B.A. , 1988 )

BAR ADMISSIONS

California

AFFILIATIONS

Juvenile Diabetes Research Foundation in Silicon Valley, Board Member

Silicon Valley Walk to Cure Diabetes, Chair

NVCA Model Legal Documents Annual Meeting, Co-chair

CFO/In-House Counsel track, NVCA Annual Meeting, Co- organizer

 


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.


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.


Edward Vermeer is an attorney specializing in venture capital investments at Intel Capital, Intel Corporation's global investment and M&A organization. He is currently Managing Counsel managing a team of attorneys at Intel Capital. Intel Capital invests in a broad range of technology start-ups and companies worldwide offering hardware, software, and services targeting enterprise, mobility, smartphones, tablets, personal computing, wearable devices, digital media, software and security, consumer internet, and semiconductor manufacturing. Since 1991, Intel Capital has invested more than US$11 billion in over 1,400 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. Since joining Intel Capital at the end of 2005, Edward has been responsible for the closing of over 150 venture investments and strategic transactions.

Mr. Vermeer has over 17 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 8 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.


Paul is an attorney, entrepreneur and co-founder of SRS Acquiom® – the global leader for managing post-closing activity in private M&A, offering industry-leading shareholder representation, payment administration and escrow solutions.

At SRS Acquiom, Paul manages operations and heads the professional team that has completed over 800 M&A deals, valued at $130 billion. He has also led the company in developing game-changing solutions, such as Acquiom ClearinghouseTM – the first secure online M&A payments administration service that makes the process of submitting materials and paying shareholders substantially faster, easier and more economical for all parties.

Before forming SRS Acquiom, Paul practiced law at some of the nation’s most prestigious law firms. He was one of the founding partners of Kendall, Koenig & Oelsner, a Denver-based corporate and business law firm. Paul graduated from Northwestern University School of Law and received his BBA in Finance from the University of Iowa.