Rich McDerby

Program Lead

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I have advised three guys in a garage on their new venture, as well as advising founders on “unicorn” stock sales, and I really enjoy assisting entrepreneurs and companies achieve their goals.

Professional Background

For nearly two decades, I have worked closely with venture capital and emerging companies as a lawyer and entrepreneur, both in the United States and internationally. My practice spans the full array of corporate and commercial matters that emerging growth companies and midsize businesses encounter, including mergers and acquisitions, private equity and venture capital financing, and business transactions.

I pride myself on offering practical business advice—not just rigid legal advice—to startups and venture-backed companies so that entrepreneurs and executive team members can develop structurally sound foundations for their high-growth businesses.

I frequently work with companies throughout their entire life cycle, serving as outside general counsel. I am especially rewarded by this work shepherding entrepreneurs through all stages of their evolution, from formation and funding through complex strategic transactions, such as an acquisition or exit.

Through its unique consulting and legal model, Manatt epitomizes the same innovative DNA that my clients embody. I am excited to be working alongside Lisa Suennen in the leadership of Manatt for Entrepreneurs to offer a program that confronts the many gaps and obstacles emerging companies often face as they compete in this dynamic and ever-evolving market.


Representative Experience With Emerging Companies

  • Represented an enterprise security solutions software development company from its inception through several private placements, including a $1 million convertible note round, a $2.25 million Series Seed qualified financing round and an $8.8 million Series A financing round.
  • Represented a California-based technology company in a $15 million follow-on equity financing by a New York City-based investment management firm.
  • Advised a key holder and board member in a $20 million Series B equity financing by an online educational tools company.
  • Represented and advised a takeaway food restaurant in several private placements totaling $7 million, including three convertible note rounds and a debt round, followed by two separate financing rounds.
  • Represented a software company in the sale of a 75% stake in the company to an Atlanta-based private equity firm in a transaction with a total value of $37 million. The transaction included the restructuring of the capital structure of the company and advising the company’s management team with respect to rolling $10 million of equity into Series A preferred stock.
  • Represented a key holder and senior executive of a private equity-backed home products supplier in the restructuring of its existing equity and debt, including the negotiation of a new multimillion-dollar credit facility with its private equity sponsor.
  • Represented 3D Robotics, a provider of aerial data mapping software and hardware, in repositioning its customer contracts to be enterprise focused, and in its negotiations with resellers and enterprise customers, including large oil and gas companies and construction companies.


Areas of Focus

  • Digital and technology
  • Impact investing
  • Entertainment

My Advice to Entrepreneurs
  1. Entrepreneurship is risky business—being a successful entrepreneur means knowing how and when to balance a variety of risks and rewards (including legal ones), and that it may not always be possible.
  2. Be judicious with equity—as a founder, the most equity you’ll have is what you have today.