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    Co-Chair, Corporate and Finance
    Co-Chair, Private Equity and Venture Capital
    Vineyard, Wine and Beverage Industry Team

    Venture Capital

    2012 Venture Capital TombstoneSavvy Counsel at Each Stage of the Continuum
    Manatt’s Venture Capital group brings a high level of experience to transactional representations. We have advised players on both sides of the table at every stage of the investment process—from seed money and start-up funding, through Series A, working capital and mezzanine rounds, and bridge financing prior to going public.

    We focus on representing emerging companies in the technology, entertainment and media, and healthcare industries, and maintain close working relationships with the venture capital funds, investment banks and strategic corporate and individual investors that finance companies in these sectors.

    When your company or investment fund brings Manatt into a deal, you are getting boutique service backed by the resources of a leading full-service national law firm and the strategic perspective that comes only from decades of experience nurturing businesses in your industry. We can help you build stability into your business model by advising you on which rights to keep and which to release in order to attract the start-up and growth capital you need.

    Specific Areas of Experience

    • Fund formation and representation
    • Equity financing using venture, angel and strategic investor capital
    • Initial public offerings and secondary public offerings
    • Debt financing
    • Intellectual property licensing and other commercial agreements
    • Joint ventures and strategic partnerships
    • Employment and equity compensation matters
    • ERISA and tax issues
    • Corporate governance
    • Mergers and acquisitions 

    donloadable PDF 2011 Venture Capital Tombstone 
    donloadable PDF 2010 Venture Capital Tombstone
    donloadable PDF 2009 Venture Capital Tombstone

    Areas of Focus

    Corporate and Securities

    Manatt often serves as outside general counsel to emerging businesses, coordinating all legal matters. We guide entrepreneurs through the entire process of building their business, from refining the positioning of their business model to making introductions to seasoned management and strategic partners, to ultimately steering them toward a successful growth strategy and liquidity event, whether in the form of an initial public offering or an acquisition.

    When our clients proceed through the IPO process, we will have been there from the beginning providing counsel in all substantive areas that affect their business, from intellectual property and material agreements to litigation, real estate, advertising and marketing. We have extensive corporate and securities law experience, and we counsel and guide our clients through all aspects of the public offering process itself, including assisting our clients in finding qualified sources of investment banking services to advise on initial or secondary public securities offerings. The breadth of our experience and our focus as a member of our client’s team will help ensure that the IPO process is an efficient and successful liquidity event. At later growth stages we help our clients with mergers and acquisitions, tender offers and leveraged buyouts and the complex securities, corporate finance and tax issues these transactions involve.

    Emerging Companies, Entrepreneurial Attorneys

    Our clients are at the forefront of developing innovative technology and services in industries such as:

    • Biotechnology
    • Communications and network infrastructure
    • Entertainment
    • Hardware
    • Healthcare information technology
    • Internet and e-commerce
    • Life sciences
    • Media and content
    • Medical devices
    • Nanotechnology
    • Semiconductors
    • Software 

    In addition, we represent emerging companies in other industries such as branded products, food services and products, apparel and healthcare services, as well as in international markets and cross border transactions.

    Our clients vary in size and market capitalization, and their business models encompass experimental concepts and established products alike.

    We take pride in understanding the legal and business needs of our portfolio companies, with an entrepreneurial focus that is rare in a national law firm. Members of our team have been executives of large venture capital funds, played lead roles in angel investor groups and technology incubators, worked with the investment units of money-center banks and obtained critical operating experience as in-house counsel of various technology companies.

    Our offices are strategically located in the most important technology markets in the United States: in the financial centers of New York and Los Angeles, in the heart of the Silicon Valley in Palo Alto, and in Washington, D.C. and Orange County. We are able to leverage unsurpassed business, technology and regulatory contacts to benefit our clients.

    Employment Agreements and Equity Compensation

    We design executive employment agreements that protect trade secrets and confidential information for technology businesses, including preparation of appropriate confidentiality and inventions assignment provisions. Our attorneys also handle the proper construction of severance agreements and plans when management or executive employees are terminated. We also assist companies with establishing and structuring stock option and other equity compensation plans and agreements, as well as other employee benefit plans.

    Fund Formation and Management

    We have long-standing relationships with and serve as outside general counsel to prominent venture capital funds. In these and other relationships we counsel and advise funds on all aspects of their life cycle, from fund formation and governance to investments in portfolio companies. Our close relationship with venture capital firms also provides investment opportunities for emerging companies seeking funding.

    Government Advocacy

    Emerging companies often target the federal government as a market for sophisticated technology products and services, and Manatt’s government contracts practice offers a unique advantage among firms with an emerging companies practice. We advise on all phases of the government’s acquisition process, including the preparation of bids and proposals, the negotiation, protest and defense of contract awards, the administration of contract performance, and the settling of disputes and claims before administrative boards and the federal courts. We also provide assistance with export controls and other regulations that impact sales to foreign governments. Frequently our government advocacy lawyers open doors to federal and state agencies, providing customer opportunities to our portfolio companies.

    We represent emerging technology companies on a wide range of regulatory issues involving Internet privacy and the implementing regulations of the Gramm-Leach-Bliley Act. We also advise clients on regulatory developments focusing on e-mail spam (including the FTC’s enforcement of the CAN-SPAM Act), online obscenity, encryption, online gambling, electronic copyright infringement, Internet taxation, universal high-speed Internet access, and cable open-access requirements. Manatt is a member of TechNet, the Silicon Valley-based advocacy group, and a founding member of CapNet, a bipartisan Washington, D.C.-based technology advocacy group.

    Intellectual Property and Licensing

    Using the combined strengths of our corporate and intellectual property practices, we help emerging companies exploit their intellectual property assets—products, services and work product—through licensing agreements that protect their ownership rights. In addition, our intellectual property attorneys assist companies with strategy formulation with respect to the protection and exploitation of intellectual property, including copyright registration and patent and trademark prosecution. We negotiate and draft licensing and other commercial agreements, fully documenting all the terms of complex ownership and royalty issues and handling all the details of domestic and foreign distribution. If disputes should arise during the course of the agreement, our litigators are skilled at handling antipiracy and trade secrets litigation.

    Over the years we have developed relationships with technology licensing organizations at several universities, which facilitates incorporating novel technologies in the product offerings of our portfolio company clients.

    Other Business Combinations

    We use our skill as business advisors to help growing companies accelerate their market penetration through strategic business combinations and alliances. In addition, we often represent our emerging growth companies in acquisitions by publicly traded or more established entities. Our lawyers are experienced in all available growth and liquidity options, including:

    • Mergers and acquisitions in various combinations of stock, cash and debt, including innovative “roll-up” transactions involving multiparty acquisitions 
    • Cooperative research and development agreements and other forms of joint ventures and strategic alliances 
    • Research contracts and consulting agreements with outside technical experts 
    • A wide range of other combinations, including partnership programs, marketing arrangements, referral relationships and developer agreements

    Venture Investment

    Manatt frequently represents both companies and investors in venture capital financings. Manatt has substantial contacts within the venture capital community in each of our markets and frequently acts as advisor to entrepreneurs requiring connections with venture capital and private equity funds. We understand how our venture capital and private equity clients think and operate, and we work with them as business partners. We understand the respective goals of both companies and investors (principally building the company to a successful liquidity event) and are able to structure agreements and documents to properly align incentives.

    Attorneys & Professionals

    Blair, Katherine Los Angeles 310.312.4252
    Boggs, T. Hale Los Angeles 310.312.4269
    Caginalp, Aydin S. New York 212.790.4610
    Dillingham, Blase P. Los Angeles 310.312.4159
    Fitzgerald, Donald J. San Francisco 415.291.7420
    Gantz, Clayton B. San Francisco 415.291.7600
    Herbst, David W. Palo Alto 650.812.1320
    Katz, Ronald S. Palo Alto 650.812.1346
    Kelly, Brian S. Los Angeles 310.312.4175
    Korn, Brian S. New York 212.790.4510
    LaPallo, Francis J. Palo Alto 650.812.1357
    Mayo, Martin V. Palo Alto 650.812.1391
    Miller, Craig D. San Francisco 415.291.7415
    Olberg, Peter F. New York 212.830.7217
    Quicksilver, William T. Los Angeles 310.312.4210
    Rose, Jordan P. San Francisco 415.291.7429
    Schwartz, Scott A. Washington, D.C. 202.585.6534
    Vallejo, Cristián L. Los Angeles 310.312.4285

    Venture Capital

    Selected Clients

    • Black Diamond Ventures
    • Draper Fisher Jurvetson
    • DFJ Frontier
    • DFJ Mercury
    • Lucas Venture Group
    • New Atlantic Ventures
    • Paladin Capital Group
    • Rincon Venture Partners
    • Startup Capital Ventures
    • Zone Ventures

    Venture Capital

    Representative Matters

    Manatt In Action

    Draper Fisher Jurvetson Growth Fund and Gabriel Venture Partners protect their investment in a groundbreaking cell phone service
    Cell phone service tailored to kids? Kajeet Inc.'s breakthrough business model attracted investors Draper Fisher Jurvetson Growth Fund and Gabriel Venture Partners at a time when this start up's cash was frozen in auction securities in early 2008. Both DFJ and Gabriel, along with a venture lender, chose to fund the company through August 2010, when ABS AG was ordered to reimburse Kajeet more than $80 million in damages to its business. The court order put DFJ's and Gabriel's significant preferred investment at risk. Up against a December 31 deadline, the two venture firms turned to Manatt to implement their multitiered capital preservation strategy by negotiating extensive debt restructuring documentation, assisting with the equity component and managing tax issues. By working with Manatt client Silicon Valley Bank to buy out Kajeet's venture lender, Manatt venture capital attorneys helped DFJ and Gabriel preserve their liquidation preferences and increase their equity.

    VantagePoint Venture Partners invests in big ideas and transformative companies
    Manatt counseled the venture capital firm, which was the lead investor in an $18 million financing for Liquid Robotics Inc. An innovator in the marine technology market, Liquid Robotics developed state-of-the-art technology to observe the ocean and its climate and resources in detail with its patented Wave Glider unmanned maritime vehicle. The seacraft needs no fuel and uses waves to propel itself for up to a year without recharging its battery, providing a persistent ocean presence for commercial, scientific and defense users. VantagePoint relied on Manatt's patent, diligence, and corporate experience to wade through the intricacies of intellectual property and venture financing issues. The result was a successful investment in a portfolio company now sought after by academic and government organizations and by players in the petroleum, wind power and fishing sectors.

    A wine investor turns to Manatt to uncork a regulatory bottleneck
    The business model of My Wines Direct Inc., an online seller offering a tightly edited selection of high-quality, low-cost wines, appealed to New Atlantic Ventures. But directly investing in My Wines would have proven too onerous, since it shipped wines across state lines that would require New Atlantic to file regulatory reports in each jurisdiction. Manatt's venture capital attorneys were able to address this unique dilemma by assisting New Atlantic in investing in My Wines' sister entity. Structuring the deal required Manatt to perform due diligence and negotiate key provisions to ensure the security of New Atlantic's right to the company's wine inventory and related sales income. The transaction was just one example of how Manatt can break down barriers to close deals that result in win-win solutions.

    Arizona Bay Technology invests in Series A preferred stock in ProPlayer Connect
    Arizona Bay Technology Ventures, L.P., a San Francisco-based technology capital firm, saw a great opportunity to team up with NFL veteran Jason Kyle, founder of ProPlayer Connect.com, Inc., the only web site that enables businesses and athletes to directly work together. Arizona Bay wanted to utilize their core business of building and funding technology applications to further the goals of the over 150 pro athletes registered on the site, and called in Manatt to quarterback the deal on their behalf. Our attorneys advised Arizona Bay throughout its purchase of Series A preferred stock in ProPlayer Connect. 

    Black Diamond Ventures forms a growing green technology investment fund
    As a green technology company, NEI Treatment Systems, LLC, had just the kind of bright future that appeals to Black Diamond Ventures. It also had a rather unusual company structure that was a challenge for potential investors. Black Diamond turned to Manatt for counsel. Our venture capital attorneys helped Black Diamond form a single-purpose investment fund, then represented that fund as it raised capital from investors. We structured the deal to take maximum advantage of the peculiarities of the applicable tax and limited liability company laws. We performed the due diligence, negotiated the final terms, and closed the deal. We liked the deal so much, we even invested in the fund ourselves. 

    Draper Fisher Jurvetson beats the clock in year-end financing deal with China
    Draper Fisher Jurvetson (DFJ) had an unusual but very lucrative opportunity to partner with the government of China's Changzhou Province in the formation of a Renminbi/yuan-denominated clean-tech investment fund (RMB fund). The catch—the deal had to be put together under an extremely tight deadline due to the close of the 2009 calendar year and the lapsing of administrative approvals. Manatt's venture capital attorneys helped DFJ establish a structure for the RMB fund, negotiate the terms of the fund with its Chinese partner, retain local counsel to assist in the Chinese language documentation, and steer both parties to a successful closing with time to spare.  

    Innovative healthcare provider receives infusion of funding
    Qliance Medical Management Inc. offers a revolutionary and affordable option to health insurance and healthcare reform. Operating insurance-free direct primary care clinics in Washington State, it provides low-cost, comprehensive healthcare services that can be bundled with its low-premium insurance plan for serious or catastrophic illnesses requiring outside care. When Qliance wanted to expand its model in Washington and other parts of the country, it turned to three venture capital firms that included Manatt client New Atlantic Ventures. Our lawyers represented New Atlantic in a Series D financing that allowed the company to open clinics in more communities.

    donloadable PDF  2011 Venture Capital Tombstone

    donloadable PDF  2010 Venture Capital Tombstone

    donloadable PDF  2008/2009 Venture Capital Tombstone

    donloadable PDF 2007 Venture Capital Tombstone

    donloadable PDF  2006 Venture Capital Tombstone

    donloadable PDF  2005 Venture Capital Tombstone