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Advanced Venture Capital 2015


Speaker(s): Annabel R. Chang, Bennett L. Yee, Claire Lee, Curtis L. Mo, Danielle Naftulin, Eric T. McCrath, Herbert P. Fockler, James J. Pastore, Jeffrey R. Wolters, Kathi A. Rawnsley, Mark B. Vogel, Mark A. Leahy, Peter M. Astiz, Richard A. Lazar, Scott Kupor, Steven J. Tonsfeldt
Recorded on: Dec. 2, 2015
PLI Program #: 57585

Eric McCrath is a partner in Morrison & Foerster’s San Francisco office and serves as co-chair of the firm’s Mergers & Acquisitions and Private Equity Investment & Buyouts Groups.

Mr. McCrath advises on a broad range of corporate matters, with an emphasis on public and private M&A and private equity transactions. He has extensive experience counseling strategic acquirers and targets in a variety of industries, including technology (semiconductors, software, and Internet), healthcare, consumer products, financial institutions, media, and transportation. He regularly works with leading domestic and international companies and has significant experience advising on complex cross-border transactions.

Mr. McCrath has been recognized by leading publications, including Legal 500 US and Chambers USA, with sources describing him as “responsive, thoughtful and a skillful negotiator.”

Representative Matters

Advised Intel Corporation in its acquisitions of McAfee for $7.7 billion, Infineon’s Wireless Solutions (WLS) business for $1.4 billion, LSI’s Axxia Networking Business for $650 million, roughly 1,700 patents and patent applications from InterDigital Corporation for $375 million, certain intellectual property and other assets from Cray for $140 million, parts of QLogic’s InfiniBand business for $125 million, Fulcrum Microsystem, Virtutech, and others.

Advised ON Semiconductor in its acquisitions of Sanyo Semiconductor for $600 million, Aptina Imaging for $400 million, and Cypress Semiconductor’s image sensor business unit for $31.4 million.

Advised Gree in its acquisitions of Funzio for $210 million, OpenFeint for $104 million, and App Ant Studios.

Advised VMware in its acquisition of Integrien, and its stock acquisition of GemStone and its international subsidiaries (Japan, India, and the UK).

Advised Pinnacle Entertainment in its bid to acquire Ameristar Casinos, Inc. in an all-cash merger, with a total enterprise value of $2.8 billion.

Advised ICO Global Communications in a unique restructuring and reorganization transaction with total deal value of approximately $1.5 billion.

Advised The Clorox Company in the carveout and $780 million sale of its auto-related business to private equity firm Avista Capital.

Advised Gruppo Campari in its acquisition of Wild Turkey, the #1 premium brand of Kentucky straight bourbon whiskey from Pernod Ricard for $575 million.

Primary Practices

Mergers + Acquisitions

Private Equity Investments + Buyouts Corporate

Capital Markets

Financial Institutions + Financial Services Private Equity Funds

Wine

Banking + Financial Services Social Media

Financial Technology

Professional Recognition

Mr. McCrath is recognized by Chambers USA 2015 and Legal 500 US 2015 for excellence in the field of M&A/Corporate work.

Education

Swarthmore College (B.A., 1993) Columbia Law School (J.D., 2000)

Bar Admissions

New York California

Events

M+A Leaders Survey Results | Presented by Morrison & Foerster and 451 Research | 05/06/2014 Thomson Reuters’ 4th Annual Western M&A Forum | 11/06/2013

MCLE Workshops:

Offering Credits in Detection/Prevention of Substance Abuse; Elimination of Bias; and Current Topics in Legal Ethics | 01/15/2013

CLE International's 5th Annual Private Equity Conference | 10/13/2011 ACG West Coast M&A Conference | 02/04/2010

2010 MCLE Workshop: Legal Ethics | 1/26/2010

VC Taskforce - China & U.S. Cross-Border Investment in Cleantech | 11/11/2009

Third Annual Comprehensive Conference on Winery & Wine Distribution Law-Law Seminars International | 8/3/2009

Private Investment in Financial Institutions and Financial Assets | New York Presentation | 11/18/2008

Private Investment in Financial Institutions and Financial Assets | Los Angeles Presentation | 11/11/2008

Private Investment in Financial Institutions and Financial Assets | San Francisco Presentation | 11/6/2008


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

 

 


Mark Leahy, a seasoned advisor to technology companies on a broad range of corporate transactional matters, focuses on providing legal solutions that advance his clients’ business objectives. With a deep understanding of each client’s business and competitive landscape, Mark provides practical guidance through the complex legal and business hurdles of company growth. He enjoys learning about each of his clients, understanding their needs, and playing a central role in their business transactions.

Mark’s practice focuses on venture capital financings, corporate governance, mergers and acquisitions, and public offerings. His expertise spans a wide range of technologies, including software, semiconductor, internet/e-commerce, and data management and storage.

His client roster is comprised of companies at all stages of development – from entrepreneurs  seeking company formation advice, to startups seeking additional funding, to public company acquirers in search of targets in the technology space.

Representative Clients:

 

  • Adesto
  • LedEngin
  • SeaMicro
  • AVOS Systems
  • Nimble Storage
  • Solera Holdings
  • Baynote
  • Nvidia
  • Synopsys
  • Force10 Networks
  • Omneon
  • Transmeta

 

Mark is a member of the State Bar of California. He received his B.S. in industrial engineering in 1983 from Stanford University. He received his J.D. and M.B.A. in 1989 from the University of Chicago.  Mark worked as an engineer prior to attending law school.

Representative Transactions:

  • Represented ParAccel, a company in the big data analytics space, in its last set of financing rounds and its acquisition by database vendor Actian.
  • Represented Pulse news reader maker Alphonso Labs in all of its financing rounds and its acquisition by LinkedIn.
  • Over the last three years Mark has represented approximately 50 startup companies in their various types of financing transactions.
  • Professional Achievements:
  • Mark was recognized as a “Leading Lawyer” in the 2013 Top Legal 500 in the areas of Venture Capital and Emerging Companies.
  • Mark served for eleven years as a board member of the Churchill Club, a Silicon Valley business and technology forum, and is a Board Emeritus member.


Peter Astiz focuses on general counsel services for high technology companies; private and public financing transactions; and mergers and acquisitions. 

Peter represents both issuers and underwriters in initial public offerings and follow-on offerings as well as convertible debt offerings under Rule 144A. Among his many IPOs, Peter represented salesforce.com in the first SaaS IPO and the underwriters in connection with the Groupon IPO. He also represents buyers and sellers in public and private merger and acquisition transactions. Peter also represents issuers and venture capitalists in venture capital and other private placement financings.

Peter was previously Chief Operating Officer and General Counsel of Emusic.com (Nasdaq:EMUS).

CREDENTIALS

Education

University of San Francisco (1982) J.D.
Articles Editor, Law Review

University of California at Berkeley (1979) B.S.
Business Administration, specializations in accounting and finance

Admissions

California


Scott Kupor is the managing partner at Andreessen Horowitz, where he is responsible for all aspects of running the firm. He has been with the firm since its inception in 2009 and has overseen the rapid growth in at Andreessen Horowitz, from 3 employees to 120 and from $300 million in assets under management to $4.7 billion.

Scott previously worked as vice president and general manager, Global Customer Support & Software-as-a-Service at Hewlett Packard.  Scott joined HP in 2007 as part of the $1.6 billion acquisition of Opsware (previously Loudcloud), where he was senior vice president of Customer Solutions. Scott joined Opsware shortly after the company’s founding and held numerous executive management positions including vice president, financial planning and vice president, corporate development.

Prior to Opsware, Scott represented software companies in both financing and mergers and acquisitions transactions at Credit Suisse First Boston and Lehman Brothers.

Scott graduated from Stanford University with a bachelor’s degree in public policy. He also graduated from Stanford Law School and is a member of the California Bar Association. 

Scott is a member of the executive committee of the National Venture Capital Association, chairman of the board of Genesys Works, co-director of the Stanford Venture Capital Director’s College and Executive in Residence at Haas School of Business.  Scott also serves on the investment committees of St. Jude’s Children’s Cancer Research Hospital, the Silicon Valley Community Foundation and Lick Wilmerding High School.


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


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

 


Claire is the head of Silicon Valley Bank’s group dedicated to working with founders, entrepreneurs and early stage companies.

This team oversees strategic partnerships with leading accelerators, incubators, investment groups, entrepreneurial and industry groups that support founders at the early stage.

Silicon Valley Bank works with more than 50 percent of the VC backed companies globally.

Claire joined SVB in January 2014 from Microsoft Ventures, where she was a Principal in the new seed fund, evaluating and investing in early stage startups, working closely with the partners that incubate, invest in and support them. Prior to this Claire helped launch Microsoft BizSpark program globally with a focus on Europe, Middle East and Africa.

Her career began with IBM in Ireland.

Passionate about education and inclusion, international affairs and seed investment, Claire is part of the advisory board for Astia Global and is an advisor to the US State Dept.


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.


Mark is a serial entrepreneur and accomplished business executive, who co-founded SRS Acquiom – the global leader for managing post-closing activity in private M&A, providing professional shareholder representation, payment administration and escrow services.

At SRS Acquiom, Mark manages operations, including finance, sales and customer service. 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 founding SRS Acquiom, Mark was a founder of three venture-backed start-ups in the areas of Internet and network-based data management and embedded/intelligent device software technology. He also spent over 20 years in financial services, principally at Bank of America, where Mark created the Online Banking Group and was a member of teams that developed the first corporate data warehouse, the first mortgage-backed securities, the first foreign currency traveler’s checks and the first interactive trading and trader communications systems. Mark has an MS in Operations Research from Stanford University and a BA from Temple University in Mathematics.


Annabel R. Chang is the West Coast Director of Public Policy for Lyft.  Annabel oversees policy and strategy for some of Lyft’s most mature markets including, California and Washington State. While at Lyft, she has also brokered the first ever Statewide Temporary Operating Agreement with the State of Virginia and also shepherded the passage of favorable legislation in the State of Illinois.  Before joining Lyft, Annabel prosecuted cases at the San Francisco District Attorney’s office and litigated at one of San Francisco’s largest firms, Morrison & Foerster. Prior to practicing law, Annabel worked as a legislative staffer for U.S. Senator Dianne Feinstein in Washington, DC and served as a Jesse Unruh California State Assembly fellow in Sacramento, California.

Annabel has a Juris Doctorate from Washington University in St. Louis and a B.A. from the University of California at Berkeley.


BENNETT is a partner and founding attorney of Gunderson Dettmer. Bennett’s practice focuses primarily on the representation of start-up, emerging growth and public companies, venture capital investors, with specialization in corporate and securities law, private and public financings, mergers and acquisitions, and corporate partnering transactions. Bennett also helps lead the firm's China practice. Bennett has been consistently named as one of the leading corporate attorneys by Chambers USA and The Legal 500, and has also been recognized as a Northern California "Super Lawyer" in securities and corporate finance. He received his J.D. from the UCLA School of Law and also a B.A. in Political Science and History, magna cum laude, from UCLA where he was elected Phi Beta Kappa.


Jim Pastore is a litigation partner and a member of the firm’s Cybersecurity & Data Privacy practice and Intellectual Property Litigation Group. His practice focuses on privacy and cybersecurity issues. Mr. Pastore is recognized by The Legal 500 US (2015) for his cybersecurity work.

Prior to rejoining Debevoise in 2014 as counsel, Mr. Pastore served for five years as an Assistant United States Attorney in the Southern District of New York. While he was with the Criminal Division of the U.S. Attorney’s Office, Mr. Pastore spent most of his time as a prosecutor with the Complex Frauds Unit and Computer Hacking and Intellectual Property Section. He successfully litigated eight jury trials to verdict and was the lead prosecutor in United States v. Monsegur, a/k/aSabu,” and Operation Cardshop, both of which were named to the FBI’s top 10 cases of 2012. Additionally, Mr. Pastore was the lead prosecutor on Operation Dirty R.A.T., which targeted the creators and users of Blackshades malware, and resulted in the largest ever worldwide law enforcement action against cybercriminals. Mr. Pastore also obtained a first-of-its kind order in the prosecution of the Rove Digital organization to prevent catastrophic Internet outage from the so-called “doomsday virus.”

Mr. Pastore was an associate at Debevoise from 2004 to 2009, focusing on IP litigation. During his earlier tenure at the firm, he worked on a variety of high-profile matters, including the well-publicized Google books copyright litigation.

Mr. Pastore’s recent publications include “Cybersecurity: Evaluating Transactional Risk,” Transaction Advisors (July, 2015); “A Closer Look,” Best's Review (June, 2015); “New York State Department Of Financial Services Expands Its Cyber Focus To Insurers,” FC&S Legal (April, 2015) and “Debevoise & Plimpton On Cybersecurity: Reducing Threats To Private Equity Firms And Their Portfolio Companies,” The Newsletter of the Private Equity Growth Capital Council (March, 2015).

Mr. Pastore earned his J.D., with distinction, from Stanford Law School in 2004. He served as Co-President of the Stanford Law & Technology Association and was a member of the Stanford Technology Law Review. He received his B.A., summa cum laude and Phi Beta Kappa, from the University of Notre Dame in 2001, where he was a Notre Dame Scholar, the recipient of the James E. Robison Award for outstanding senior English major and one of 40 seniors selected for the College of Arts & Letters Honors Program.


Richard A. Lazar is a successful public policy advocate, technology executive, operations and risk management consultant and "recovering" attorney. Richard is a partner in the advocacy firm Techolicy, LLC, which offers state and local public policy and government relations solutions specifically tailored to meet the unique needs of the technology sector.

In addition to representing Techolicy clients, Richard serves as Board member and Advocacy Committee Chair for the Technology Association of Oregon where he is keenly focused on the impacts of government regulation on technology innovation. He also recently served as an appointed member of the City of Portland, Oregon’s ridesharing Task Force that developed a model and nationally influential framework for ridesharing and taxi services in the city.

Richard holds a law degree from Lewis & Clark Northwestern School of Law and a Bachelor of Science degree in Public Affairs from the University of Oregon.


Venture Capital
Entrepreneurial Services
Corporate Finance
Corporate Law & Governance
Energy Innovation & Clean Technology
Mergers & Acquisitions


EXPERIENCE:

Herbert Fockler's practice focuses on corporate and securities work for both private and public companies. He has substantial experience with start-up companies, venture capital financings, public offerings, and public and private mergers and acquisitions in the high-technology area.

Herb has worked with computer software and hardware companies in the Internet, enterprise software, IC design automation, workstation, and mobile electronic-device areas, and with biotechnology companies in the development of new drugs and medical devices. He has represented numerous start-up, venture-backed, and public companies, as well as individual entrepreneurs.

Herb is an Adjunct Professor of Law at UC Berkeley School of Law, where he teaches Venture Capital and IPO Law. He is also the co-host of the Wharton School's San Francisco Entrepreneurs Workshop series. Previously, he taught at Santa Clara University Law School and has lectured at Harvard Law School, the Harvard iLab, the Stanford Business School’s Ignite program, and Santa Clara University Business School. He is the past chairman of the Subcommittee on Transactional Documents and Issues of the American Bar Association's Committee on Venture Capital and Private Equity, and is a frequent speaker to both lawyers and entrepreneurs on a variety of topics concerning starting businesses, obtaining financing, and complying with U.S. corporate and securities laws. Herb has a leadership role in the firm's Technology and Knowledge Management programs. Outside of law, he has substantial experience as a computer programmer and ran a software house while in law school.


SELECT CLIENTS:

  • A10 Networks
  • Alien Technology
  • Autodesk
  • Cadence Design Systems
  • Cell Genesys
  • Cornerstone OnDemand
  • Dolby Laboratories
  • EO/AT&T
  • Flextronics
  • Intevac
  • J.D. Edwards
  • Linear Technology
  • Netscape
  • Philips Electronics
  • Silicon Graphics
  • Socket Mobile
  • Software Publishing
  • Sun Microsystems
  • WordPerfect


SELECT TRANSACTIONS: 

  • Numerous initial and follow-on equity and debt public offerings, including:
    o A10 Networks' 2014 $187 million initial public offering
    o Cornerstone OnDemand's 2011 $157 million initial public offering
    o Linear Technology's 2007 $1.7 billion convertible debt offering
    o Dolby Laboratories' February 2005 $570 million initial public offering
    o J.D. Edwards' October 1997 $417 million initial public offering, the largest software IPO in 1997
    o Multiple offerings by Earthlink, representing Deutsche Morgan Grenfell and Credit Suisse First Boston
    o Multiple offerings by Ascend Communications, representing Morgan Stanley
  • Numerous public and private acquisitions and sales, including:
    o Leading the firm's team in representing J.D. Edwards in its 2003 $1.7 billion acquisition by PeopleSoft in the face of Oracle's hostile takeover bid for PeopleSoft
    o Representing Quickturn Design Systems in its acquisition by Cadence Design Systems and subsequent successful hostile-takeover defense against Mentor Graphics
    o Leading one of the firm's teams handling acquisitions for Netscape


EDUCATION:

  • J.D., Harvard Law School
    Cum Laude
  • A.B., Physics, Princeton University


HONORS:

  • Named in Northern California Super Lawyers in numerous years
  • AV Preeminent Peer Review Rating, Martindale-Hubbell


SELECT PUBLICATIONS:


SELECT VIDEO PRESENTATIONS:


ADMISSIONS:

  • State Bar of California
  • U.S. District Court for the Northern District of California