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Venture Capital 2015: Nuts and Bolts


Speaker(s): Augie Rakow, Curtis L. Mo, Danielle Naftulin, Eric H. Wang, Gregory W. Heibel, Jonathan Baer, Jonathan Axelrad, Matthew P. Quilter, Michael H. Irvine, Paul L. Sieben, Scott D. Karchmer
Recorded on: Apr. 9, 2015
PLI Program #: 59331

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.


Augie Rakow advises startups and investors building the future of how we live and work.

Augie studied theological history at Harvard University before becoming a lawyer and is one of the few Americans who has taken the Japanese bar exam. He also worked for many years in intellectual property before focusing on startup corporate work. Super Lawyers magazine named him a Rising Star, an honor reserved for no more than 2.5 percent of the lawyers in California. He is a past president and chairman of the Harvard Club of San Francisco, and lives with his wife in Atherton, California.

Augie’s clients have recently been acquired by Autodesk, Brightcove, Chegg, Dropbox, Facebook, Game Shown Network, Google, Intel, Johnson Controls, oDesk, Sharp, Wargaming and Zendesk.

Practices
  • Technology Companies Group

Education

  • J.D., University of California, Hastings College of the Law
  • Div., Harvard University
  • B.A., magna cum laude, Phi Beta Kappa, University of California, Berkeley

Honors

  • Northern California Rising Star, Northern California Super Lawyers magazine

Memberships

  • State Bar of California
  • Chairman, Harvard Club of San Francisco


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

 

 


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

 


Jonathan Axelrad represents emerging growth companies from formation through exit.

Jonathan routinely counsels private companies in mergers and acquisitions, equity and debt financings, executive compensation and benefits, corporate governance matters and other complex strategic business transactions. He also represents venture capital and private equity funds, executives and angel investors that invest in early-stage companies.

LANGUAGES SPOKEN

  • English
  • French
  • Japanese

EXPERIENCE

Earlier in his career, Jonathan practiced corporate law in New York and Washington, DC, and held legal clerkships with the SEC and the  Overseas Private Investment Corporation.

CREDENTIALS
Admissions

  • California

Education

  • J.D., Georgetown University Law Center 2004
    cum laude
    Georgetown International Law Journal
  • B.A., University of Victoria 1997
    with distinction

Memberships
CIVIC AND CHARITABLE

American Jewish Committee – Vice-President, Northern California Chapter

INSIGHTS
 
Jonathan is a frequent speaker on new business formation, venture law, energy and environmental issues.

Events
SPEAKING ENGAGEMENTS

  • "Private Company M&A and the Angel Investor," Band of Angels, 2014
  • "Cleantech Past, Present and Future: Solutions for a Troubled Planet?," AJC Business and Technology Series, California, 2013
  • "Insight into innovation," Environmental Business Cluster's CEO Roundtable, San Jose, California, 2012
  • "Startup 101: Legal Issues in Launching a Cleantech Startup," Third Annual UC Hastings Cleantech Roundtable, San Francisco, 2012
  • "Nuts and Bolts of Managing Your Early-Stage Startup through the Initial Valley of Death," MIT Clean Energy Prize, Boston, 2012

NEWS

DLA Piper represents Shuddle Inc. in US$9.6M investment
24 MAR 2015

Emerging growth and venture capital lawyer Jonathan Axelrad joins DLA Piper in San Francisco
16 Jan 2015

DLA Piper announced today that Jonathan Axelrad has joined the firm’s Corporate and Finance practice as a partner in the San Francisco office.

PRO BONO
 
On a pro bono basis, Jonathan has represented Cyclotron Road, the Harvard Business School Green Business Alumni Association, Energy Crossroads and the American Jewish Committee.

RELATED SERVICES

  • Corporate
  • Emerging Growth and Venture Capital
  • Projects, Energy and Infrastructure
  • Mergers and Acquisitions

RELATED SECTORS

  • Life Sciences
  • Technology Energy


MIKE is a corporate and securities partner in our San Francisco office.  Mike specializes in the representation of emerging growth companies throughout their lifecycles.  He is broadly experienced with corporate formation and governance matters, venture capital financing transactions, public offerings, and a variety of M&A transaction structures on both the buy and sell side.

Mike represents a wide variety of technology companies from consumer internet, internet media, software, telecommunications, medical device and entertainment technology industries, as well as a number of leading venture capital firms.  He regularly advises clients on a broad range of corporate matters including company formation, equity incentive plans and arrangements, employment matters, intellectual property and strategic transactions. Mike has also served as investors' counsel for numerous top-tier venture capital funds.

Mike received his J.D. from Columbia University and his B.A. in English and German from the University of Notre Dame. Mike is admitted to practice in California.


Paul Sieben is a partner in O’Melveny’s Silicon Valley office and a member of the Corporate and Mergers and Acquisitions Practices. Paul focuses on corporate and securities law. He has extensive experience with various types of transactions, including representing issuers, investors and underwriters in venture capital financings, mergers and acquisitions, spin-off and buyout transactions, recapitalizations, public equity offerings and private debt offerings.

In 2010, the International Financial Law Review 1000 named Paul as one of its leading lawyers for private equity, and in 2011 and 2009, the Legal 500 US recognized Paul as a leading lawyer in its Venture Capital and Emerging Companies category, citing the "extraordinary support" he provides to clients, and his ability to "produce very high-quality work on short timelines." In addition, in 2011 and 2012, Paul was named to Super Lawyers’ “Rising Stars” list of Northern California’s best young attorneys in the area of Mergers & Acquisitions.

Paul counsels both private and public technology and emerging growth  companies and boards of directors with respect to securities law and Sarbanes- Oxley compliance and other corporate governance matters, including securities offerings, equity restructuring, buybacks, formation, and founders’ agreements. He also represents a large number of venture capital firms and investment banks in various securities and transactional matters.

  • Paul has served as lead counsel on over 300 venture capital, angel and private- equity financings, over 75 merger and acquisition transactions ranging in size from $1 million to over $2 billion and a large number of recapitalizations, public offerings and other transactions. Many of such transactions have been on behalf of, or opposite, today’s largest technology companies. Certain of his recent transactional matters have included:
  • Formation, financing, and ultimate $260 million sale of cyber-security company;
  • $800 million financing and related tender offer of private social media company
  • $200 million financing of a leading mobile payments company;
  • $200 million sale of advanced authentication company
  • Formation, financing and ultimate sales of multiple social media, e-commerce and enterprise software companies to the world’s largest public and private internet and software companies
  • Spin-out, financing, public offering and sale of authentication device and software provider
  • Private-equity buyouts of international and domestic data center switching, healthcare services, solar and telecommunications companies
  • Multiple joint venture transactions involving clean technology companies
  • $350 million sale of private data-loss prevention company Multiple Nasdaq public offerings of flash memory companies
  • $270 million Nasdaq initial public offering of a U.K. automation company
  • Multiple PIPE transactions and Nasdaq public offerings for storage and data backup company

Paul’s clients include companies in a wide range of technology markets. He has substantial experience with companies in the security, storage, mobile, media, social, internet, gaming, clean technology and software markets. Paul also has significant experience cross-border experience, particularly with Cayman entities doing business in China.

Prior to joining O’Melveny, Paul was an associate in the Palo Alto office of Brobeck, Phleger & Harrison.

Professional Activities

Member, California Bar Association
Speaker, Silicon Valley Association of General Counsel (SVAGC): “Trends in Technology Mergers & Acquisitions” (2012); Dow Jones VentureWire Technology Showcase, “Finding an Exit”; VentureBeat, “Downturn Roundtable” (2008); Entrepreneurs Forum, North America Chinese Semiconductor Association (NACSA) (2007)


Professional Focus

Private Equity and Venture Capital Emerging Technology
Mergers and Acquisitions Transactions
United States

Education

University of California, Los Angeles, J.D.: Order of the Coif; Corpus Juris Secondum Awards in Tort Law and Civil Procedure
University of California, Santa Barbara, B.A.: with high honors; Dean’s List

Admitted

California


Scott D. Karchmer counsels emerging and established companies in business transactions. Representing clients in the biotechnology, medical device, software, data analytics, and networking and storage industries, he advises companies at critical junctures in their lifecycles. Scott handles formation, raising funds from venture capitalists, initial public offerings, mergers and acquisitions (M&A), and other issues organizations confront. He also advises venture capital firms and other investors in connection with investments in private companies.

Counseling public companies on securities law, governance, and general corporate matters, Scott represents clients in capital markets transactions. He advises on private investments in public equity (PIPEs), registered direct offerings, convertible debt offerings, 144A offerings, and underwritten offerings.

Scott is the pro bono chair of Morgan Lewis’s San Francisco office. He serves on the board of directors for Legal Services for Children, a San Francisco-based nonprofit organization that provides legal counsel to individuals under 18. 

Affiliations
Member, American Bar Association
Member, State Bar of California, Business Law Section

Admissions
California 
Massachusetts

Education
Boston College Law School, 1994, J.D. 
Princeton University, 1990, A.B.

Sectors
Life Sciences
Technology

Services
Securities and Corporate Governance
Technology Transactions
Securities Enforcement & Litigation
Corporate, Finance & Investment Management
Emerging Business & Technology
Life Sciences Transactions

Regions
North America

 


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.


Jonathan Baer, Managing Partner of Threshold Ventures is a recovering venture capitalist who has worked with early stage companies for more than 3 decades. He was also the founder and CEO of two venture backed companies, one a spin out from SRI International. Jon now spends his time teaching, mentoring and advising early stage companies around the world. In the past two years he has worked with companies from Silicon Valley, S. Korea, Singapore, Brazil, Colombia, Czech Republic, Estonia, Northern Ireland, Venezuela, Mexico, Denmark, Australia, Tunisia, Norway, and elsewhere. He believes that startups require tough love and need to focus on money, metrics and milestones. He thinks that powerpoint can be your best friend or worst enemy when telling a story. He teaches CEO’s to say less (yes, because less is more).


Mr. Wang’s practice focuses on mergers and acquisitions, having represented numerous public and private companies in various industries both within the United States and in cross-border transactions.  Mr. Wang primarily represents strategic acquirors in their M&A activity, but also represents clients in select sell-side transactions from time to time.  In addition, Mr. Wang manages a leading national M&A R&W insurance practice in the underwriting of several hundred M&A representation and warranty insurance policies over the last three years.  Eric has been recognized for his work in mergers and acquisitions by The Legal 500 United States and Chambers USA.