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Venture Capital 2013: Nuts and Bolts


Speaker(s): Deirdre A. Cunnane, Doug Bernstein, Dror Futter, Ellen B. Corenswet, Jeff Stein, John J. Egan III, Lizette M. PĂ©rez-Deisboeck, Paul E. Hurdlow, Sarah Reed, Steven L. Baglio, William B. Asher, Jr.
Recorded on: Feb. 28, 2013
PLI Program #: 42123

STEVE BAGLIO is a partner in our New York office. Steve’s practice focuses on the representation of private and public emerging growth companies, venture capital funds and other private equity funds in the fields of biotechnology, medical devices, healthcare services, energy, industrial technology, online media, software and consumer products.

Steve’s practice spans the entire life cycle of technology-driven ventures. He represents entrepreneurs as they form businesses, counsels young companies through their initial rounds of financing, provides general corporate and intellectual property guidance, executes M&A and public offering transactions, and works with public companies as outside securities compliance and M&A counsel.

In addition to his general corporate practice, Steve spends a significant portion of his time working with later-stage venture capital and private equity funds, executing complex, cross-border investment, buyout and acquisition transactions. He has recently been engaged on transactions involving companies based in Jordan, the UAE, India, China, and the U.K.

Steve received his J.D. from the Columbia University School of Law, where he was named a James Kent Scholar, worked as an Articles Editor for the Columbia-VLA Journal of Law & the Arts, and served as a Teaching and Research Fellow in Contracts for Professor E. Allan Farnsworth. He received his B.S.E. cum laude from Princeton University, where he majored in Civil Engineering and Operations Research. Steve is qualified to practice before the United States Patent and Trademark Office, and is a member of the bars of the State of New York and the Commonwealth of Massachusetts.


Deirdre Cunnane joined ATV in 2006 to provide legal counsel to ATV in connection with investments, fund management, and corporate matters. She currently co-leads the ATV Operations Team. Deirdre has more than 20 years of experience, specific to venture capital and private equity issues.  Prior to ATV, she was an investment officer at BancBoston Ventures where she managed venture and buy-out investments in the healthcare, high-tech, and retail industries. She also worked for six years as Deputy General Counsel at BancBoston Capital where she structured, reviewed and negotiated terms of equity and debt investments and management buy-outs in a $1 billion portfolio, which included significant direct investments in private equity, mezzanine, and venture funds.

Deirdre started her law career with, and later became a Partner in, Goodwin Procter, LLP's Corporate Department, where for nine years she represented venture capital and private equity investors in debt and equity financings and recapitalization transactions. She also advised emerging growth companies and provided legal counsel on mergers and acquisitions.
Deirdre holds a J.D. from Boston College Law School and a B.S. in Finance from the Boston College School of Management.

Deirdre is a member of the Massachusetts Bar Association. She has served as co-coordinator of the 2008 through 2012 Venture Capital General Counsel Annual Meetings.  Deirdre has been a panelist at the NVCA Annual Meeting and the Venture One Conference.


John Egan, a partner and co-chair of the firm's Technology Companies Group, focuses on corporate securities, venture capital, growth equity and technology enterprises. Mr. Egan is a key contributor to the Goodwin Procter Founder's Workbench, an online resource for start-ups, emerging companies and the entrepreneurial community. He rejoined Goodwin Procter in 2005.

WORK FOR CLIENTS

Mr. Egan's practice involves early and late-stage venture financings, growth equity and leveraged recapitalizations, IPOs, mergers and acquisitions, joint ventures, strategic licensing and the general representation of public and private emerging growth companies in industries ranging from enterprise software, networking, security and business services to communications, media and life sciences. He also represents numerous venture capitalists, private equity investors and investment banks and has extensive experience in intellectual property and licensing issues.

PROFESSIONAL ACTIVITIES

Mr. Egan has been selected for inclusion in Chambers USA: America's Leading Lawyers for Business and The Best Lawyers in America.

PROFESSIONAL EXPERIENCE

Prior to rejoining Goodwin Procter, Mr. Egan was a partner at McDermott Will & Emery in Boston, where he was a member of that firm's Corporate Department and global head of its Private Equity/Emerging Companies Group.

RECOGNITION

Mr. Egan has been selected for inclusion in Chambers USA: America's Leading Lawyers for Business and The Best Lawyers in America.


EDUCATION

  • J.D., Boston University School of Law, 1984
  • A.B., Brown University, 1981

BAR ADMISSIONS

  • Massachusetts


William B. Asher

"pragmatic judgment; strong strategic positions and calm demeanor in negotiations; dependable and technically excellent; wise counsel"
Chambers USA

Bill Asher is co-chair of the firm's Business & Technology and Life Science Groups.

Mr. Asher has more than 30 years of experience in corporate finance and securities law, venture capital, M&A and corporate governance.  He has been listed for many years in Chambers USA, Massachusetts Super Lawyers, Best Lawyers in America and PLC - Which Lawyer for Corporate and Mergers & Acquisitions.  Mr. Asher has also been named in The Legal 500 for venture capital and emerging companies.

PRACTICE FOCUS

Growth Companies:  advises growth companies, from start-up and early-stage through public offering or acquisition, on corporate formation, financing, strategic transactions, buy- and sell-side M&A, equity and executive compensation arrangements, corporate governance and other matters.

Public Companies & Capital Markets: initial public offerings and follow-on capital markets transactions representing both companies and underwriters, as well as disclosure and securities law compliance for public companies.

Corporate Governance:  represents boards of directors, special committees and senior management teams in matters involving sensitive corporate governance issues, including M&A transactions, corporate aspects of internal investigations, related party transactions and management transition.

Representative Clients and Transactions:  practice focus in technology and life sciences, including representation of public and privately-held operating, as well as entrepreneurs, boards of directors, venture capital firms, underwriters and financial advisers.  Also represents research institutions and investigators on matters relating to technology transfer, company formation and equity ownership in enterprisescommercializing laboratory research.

Professional and Community Involvement
Mr. Asher is a frequent speaker on matters relating to venture capital and entrepreneurship, public offerings, corporate governance and executive compensation. He has co-authored a chapter in on equity compensation in Massachusetts Business Lawyering. Mr. Asher has also served as a member of the executive committee of the Index of the Massachusetts Innovation Economy, an annual report published by the Massachusetts Technology Collaborative on key technology industry clusters in Massachusetts.


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.


Jeff Stein, a Partner at WilmerHale, has represented rapidly growing public and private technology companies and their investors since 1983.  He has been involved in advising boards of directors, management and investors with respect to the full life cycle of investor-backed companies, including from company formation, seed round financing, multiple layers of series preferred financing, public equity and debt offerings, acquisitions, founder redemptions and exit transactions.  His clients are in industries as diverse as digital media, fintech, internet, semiconductor, medical devices, biotechnology, waste management, clean technology, social entrepreneurship and software, with financing transactions as small as initial seed capital rounds and as large as $4 billion and acquisitions as large as $2 billion. 

Jeff  is a graduate of Amherst College (BA, summa cum laude in economics) and Harvard Law School.  He works from WilmerHale’s New York and Boston offices and can be followed at @jeffstein112.


Paul Hurdlow's practice emphasizes the general corporate and securities representation of public and private companies, many in the technology sector.

Paul has substantial experience counseling management and boards of directors in connection with significant corporate and finance events, including private and public equity financings, mergers and acquisitions, proxy contests and takeover defense. He also has experience in emerging compliance issues related to corporate governance, public disclosure, JOBS Act and Sarbanes-Oxley regulations.

Paul regularly advises domestic and foreign clients involved in cross-border strategic and financial transactions. Paul's clients have included public companies in the software, semiconductor, gaming technology, life sciences and energy sectors, as well as leading investment banks and venture capital firms. He has represented issuers and underwriters in more than 60 public equity financings and regularly counsels boards of directors and their special committees in complex governance and compliance matters.

Paul is Co-Founder of DLA Piper NEST, an innovative program serving the specific needs of early-stage, high-growth companies, from formation to funding and on. For more information, visit www.dlapipernest.com.

RECOGNITIONS

Paul is one of only 134 attorneys in the US who have been named to the BTI Client Service All-Star Team for Law Firms, which recognizes lawyers who deliver "the best client service to Fortune 1000 clients." Lawyers appear on the list only when they have been named by clients in an unprompted manner, through BTI's independent research.

The Legal 500 United States has repeatedly recommended Paul, as he is one of the "key members of the [Emerging Growth and Venture Capital] team" and a "very strong venture capital lawyer." He is also repeatedly recognized by his peers in The Best Lawyers in America in the fields of Mergers and Acquisitions Law and Securities Law.

In addition, Chambers USA has deemed him an "excellent attorney" and "an important figure" within the field, commenting on his "particular expertise in relation to emerging technology companies." Chambers also notes that Paul "enjoys a thriving practice in corporate securities, representing public and private companies, and is described by sources as 'very experienced, diligent and reliable'." "One source notes that 'he is very good under pressure. We've had some sticky negotiations—he can come in and figure out a way to get a deal done despite thorny issues'."

EDUCATION

University of California at Berkeley (1987) J.D. Order of the Coif Managing Editor, California Law Review

ADMISSIONS

California, Texas


Sarah Reed is COO and General Counsel at MPM Capital, an early-stage life sciences venture capital firm with offices in Cambridge and San Francisco.  Prior to that, Sarah was GC at Charles River Ventures, an early-stage tech VC firm. She is a recognized expert on legal aspects of venture capital financings. In addition to publishing and contributing to articles in business, venture capital and legal periodicals, she is a frequent lecturer at national industry forums, continuing legal education programs and leading business and law schools. In addition, Sarah is the founding chairperson of an industry-wide, NVCA-endorsed initiative to create model venture financing legal documents. For her work in this area, the NVCA awarded Sarah with its Outstanding Contribution to the Venture Industry Award. 

Sarah serves as the Chairman of the Board of Trustees of the Harvard Yenching Institute and the head of its Investment Committee (http://www.harvard-yenching.org/). 

Sarah has also been a partner at Lowenstein Sandler, General Counsel at Palomar Medical Technologies, Inc. (a Nasdaq-listed laser medical device manufacturer) and an associate at Foley, Hoag & Eliot LLP.  Sarah earned her BA from Harvard College in East Asian studies (she is fluent in Mandarin Chinese) and her JD from Harvard Law School – class of ’91, where she never met Barack Obama, but did meet and marry Tom Reed, with whom she has three children.  Sarah is a fitness fanatic who teaches spin and bar method classes, and work-walks on a treadmill “desk.”-- in case you were wondering about the clomping when you reach her on her office line.


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.

 


Lizette M. Pérez-Deisboeck joined Battery in 2009 from Goodwin Procter LLP, where she was a Partner and a member of the Technology Companies and Private Equity Practice Groups. She has over 20 years of legal experience counseling entrepreneurs, public companies and private clients on a variety of matters, including formation, governance, financings, strategic alliances and mergers and acquisitions in the United States and abroad. Prior to Goodwin, Lizette was Vice President of Legal Affairs and Operations, at Idealab, a creator and operator of technology companies. Preceding her work at Idealab, she served as General Counsel at JuniorNet Corporation, a children's online service. Lizette was an associate in the Corporate Departments of Goodwin Procter LLP and Baker and McKenzie. She served as law clerk to the Honorable Michael A. Telesca of the United District Court of the Western District of New York.

She is a member of the California, Illinois and Massachusetts Bar Associations.

Lizette earned a JD from Boston University School of Law and BA from the University of Rochester.


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.