Richard G.J. McDerby

Partner

Venture Capital / Emerging Companies

Contact

rmcderby@manatt.com
Phone: 415.291.7427

Services

Industries

Manatt Digital and Technology

Mergers and Acquisitions

Sell-Side Engagements

Represented the owners of CoComelon, the #1 most-watched YouTube channel in the world, in the sale of the channel to U.K.-based Moonbug Entertainment.
Represented two Northern California cannabis dispensaries in their collective $14.6 million sale to a leading national cannabis brand and publishing company.
Represented a wholesaler of branded and nonbranded sportswear in its sale to a private equity-backed competitor in the same industry. The transaction involved designing the auction process; evaluating bidders; and negotiating the letter of intent, the purchase agreement and other transaction documents.
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 privately held video-platform company in its proposed $80 million merger with a Nasdaq-listed digital network operator.
Acted for a San Francisco-based digital marketing agency in its $5 million sale to a NYSE-listed publicly traded strategic buyer.
Represented a browser security startup in its sale to Box, Inc., following Box’s initial public offering.
Advised a family-owned, California-based manufacturer in a majority sale transaction to a private equity group, which included the rollover of a portion of the family’s equity.
Represented a Bay Area company focusing on sleep apnea treatment in its sale to a competitor.
Acted for a multilocation coffee franchise operator in its sale back to a leading international coffee roasting company.
Represented a Bay Area professional staffing firm in its sale to a private equity buyer.
Assisted in advising a professional mobile design team on its sale to PayPal, Inc., at the time a subsidiary of eBay Inc.
Counseled a leading East Coast privately held webcasting company in its sale to an established California-based, venture-backed strategic buyer.

Buy-Side Engagements

Represented Wasserman Media Group in its acquisition of Paradigm Talent Agency’s North American live music representation business and the launch of Wasserman Music.
Represented KC Global Media Entertainment in its acquisition of four pan-Asian television networks from Sony Pictures Entertainment.
Advising a California-based midmarket behavioral health company in its strategic acquisitions of rival behavioral health companies.
Represented a privately held midmarket clothing manufacturer in its $10 million acquisition of an East Coast wholesale competitor.
Represented a retail products manufacturer in its acquisition of certain intellectual property assets from a rival following a forced (and hostile) bankruptcy of the rival.

Financing Transactions

Represented Rocket Lawyer, the digital legal services provider, in its major growth capital financing of $223 million led by Vista Credit Partners.
Represented a cleantech and industrial innovation venture capital fund in its $2 million Series A financing of a new entity spun out of a major technology/IP development company.
Represented one of the co-founders of an edtech company in a $30 million Series C financing, which valued the company near unicorn territory, and which included a significant secondary stock sale.
Represented a California-based technology company in a $15M follow-on equity financing by a New York City-based investment management firm.
Counseled a leading developer and operator of flagship real estate destinations in a $17 million corporate venture capital equity investment in a venture-backed entertainment company.
Advised a Vancouver-based venture capital firm leading a $4 million Series Seed financing of a Silicon Valley-based battery technology startup.
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 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.
Advised high-net-worth individuals in various early-stage investments in startup technology companies.
Represented a local brewery and distillery in various corporate matters and a $2 million private placement.
Counseled an online women’s fashion company from formation through various seed investments by outside and angel investors.
Advised a key holder and board member in the $20 million Series B equity financing by Quizlet, an online educational tools company, led by a new investor in the company with participation from existing investors.
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.

General Corporate and Technology Transactions

Represented a security software company in its commercial contracts, including the negotiation of its enterprise customer contracts.
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.
Represented a Canadian-based publicly traded electronic parts supplier in its negotiation of a prototype parts development, supply and support agreement with a California-based Tier 1 automotive company.
Counseled a venture-backed construction industry technology company in updating its customer contracts and processes and in negotiating its customer contracts with industry-leading construction companies.
Represented a private equity-backed cosmetics company in negotiating a storefront lease and its third-party logistics agreements.
Represented a Bay Area company providing accounting and related financial services to venture-backed startups in its corporate governance and stock option program, negotiation of its customer service contracts, and on company strategic matters.
Counseled an international nonprofit on all manner of commercial contracts, employee matters and corporate governance, including advising a special committee of the board.
Advised a strategic consulting and M&A advisory services business on various client contract-related matters, including successful fee arrangements.

Speaking Engagements

Moderator, “Media Consolidation and Growth Opportunities: What's Next for Digital Media, Entertainment and Gaming?,” ACG San Francisco M&A West Conference, September 11, 2020

Panelist, “Fuel Startup Growth: Late Stage Financing and VC Funding Trends in Today’s Marketplace,” ACG San Francisco October 2019 Tech Exchange, October 10, 2019.

Co-presenter, “ACG University: Class 3—Due Diligence, Association for Corporate Growth (ACG),” January 28, 2019.

Co-presenter, “Representing a Startup: From Notes on a Napkin to Series A,” Tips, Traps and Trends in Early-Stage Financing, Continuing Education of the Bar of California (CEB) CLE seminar, September 28, 2018.

Panelist, “Tax Reform: Boom or Burden to Middle Market Deal Flow,” ACG panel, January 25, 2018.

Co-presenter, “Representing a Startup: From Notes on a Napkin to Series A,” Tips, Traps and Trends in Early-Stage Financing, Continuing Education of the Bar of California (CEB) CLE seminar, May 1, 2015.

Co-presenter, “Key Issues to Consider When Selecting the Best Legal Entity for Your Law Practice,” Attorney Action Club CLE seminar, April 15, 2015.

Moderator, “Tech Industry Economic Engine Shifts Into Overdrive: Growth in San Francisco Revs Up Opportunities,” ACG panel, August 21, 2014.

Panelist, ProVisors Rainmaker Workshop, March 21, 2014.

Presenter, “Tips from the Trenches: Business Law for Entrepreneurs,” San Francisco Small Business Week seminar, May 18, 2011.

Presenter, “Pitfalls That Entrepreneurs and Small Business Owners Should Watch Out For When Establishing a Business,” San Francisco Chamber of Commerce Small Business Issues Forum, September 1, 2010.

Admitted to practice in the state of California and the province of British Columbia, Canada

Board member and West Coast M&A Conference Co-Chair, San Francisco Chapter of the Association for Corporate Growth (ACG); former Co-Chair of the Programs Committee

Former group leader of the Bay Area Lawyers Affinity Group, an affinity group of provisors

Quoted, “Teams of attorneys help Rocket Lawyer raise $223M in financing,” Daily Journal, April 23, 2021.