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Advanced Venture Capital 2013


Speaker(s): Allison Berry Spinner, Danielle Naftulin, Doris Y. Suh, Edward F. Vermeer, Jeffrey R. Wolters, Jennifer L. Kercher, Kathi A. Rawnsley, Kathleen Borie, Katie Knepley Riester, Paul Koenig, Peter M. Astiz, Sang Kim, Steven J. Tonsfeldt, Susan Repo, Thomas W. Kellerman
Recorded on: Dec. 3, 2013
PLI Program #: 43048

Kathleen Borie is a member of the Emerging Company Services (ECS) group at PricewaterhouseCoopers. ECS acts as “mentor capitalists” for young, high potential companies, assisting them in numerous ways ranging from reviews of business plans to introductions to Venture Capital firms and service providers who may be relevant to their success.

Before joining PwC, Kathleen had 15 years of experience in marketing and business development roles at companies focused on providing finance and accounting solutions to emerging growth companies in the Bay Area and Southern California. Most recently, she was the Director of Business Development at Accretive Solutions, a national consulting firm.

Prior to that she held sales leadership positions at Capital Advisors Group house (an investment management firm) and Silicon Valley Bank (a lender to technology/life sciences companies).

Kathleen has a BA/MA in Finance from Tufts University.


Tom Kellerman is the managing partner of Morgan Lewis's Palo Alto office and is co-chair of the Emerging Business & Technology Practice. He concentrates his practice on advising companies, venture capitalists and investment banks focused on corporate finance, mergers and acquisitions and corporate governance matters within the technology industry.

Mr. Kellerman has extensive experience in venture capital and other private equity transactions and equity public offerings. Mr. Kellerman practiced for four years in London and has a particular expertise in cross-border transactions for technology companies.

He also frequently speaks and writes on topics related to his practice expertise.

Mr. Kellerman is admitted to practice in California.

Honors & Affiliations


Listed, The Best Lawyers in America (2007-2011)
Listed, The Legal 500 United States (2011-2012)
Listed, Top 10 in Northern California Emerging Business and Venture Capital, The Legal 500 (2009)

Admitted to the California Bar, 1980

Registered Foreign Lawyer in England and Wales since 1999

Former Co-Chair, Education Committee of the Business Law Section of the California State Bar

Education

University of California, Los Angeles School of Law, 1980, J.D.
Western Illinois University, 1976, B.A.


Peter M. Astiz focuses on general counsel services for high technology companies; private and public financing transactions; and mergers and acquisitions. Mr. Astiz 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, Mr. Astiz 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. Mr. Astiz also represents issuers and venture capitalists in venture capital and other private placement financings.

Legal 500 has recognized Mr. Astiz for his Capital Markets: Equity Offerings practice. The San Francisco Business Times has named him among the best lawyers in the San Francisco Bay area.

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

RECENT TRANSACTIONS

Mr. Astiz has represented:

  • The underwriters in the IPO of the leading local e-commerce deals marketplace company The issuer in a mobile marketing company IPO and follow-on offering
  • The issuer in a Communications-as-a-Service company IPO A public defense company in an auction process and sale
  • A semiconductor company in a high-yield 144A note offering The issuers in over $200 million of venture capital financings An issuer in a semiconductor company IPO
  • An issuer in an Internet marketing company IPO
  • A public company defending hostile takeover, auction process and ultimate sale An issuer in a server company IPO
  • Buyers and sellers in multiple private company M&A transactions An issuer in a convertible debt offering under Rule 144A
  • An issuer in an Internet commerce IPO
  • An issuer in an SaaS software company IPO
  • An underwriter in a convertible debt offering under Rule 144A

SEMINARS 

  • Speaker, Tech IPOs: From Start to Finish, USC Gould School of Law Speaker, "Recent Developments in IPOs," Practicing Law Institute
  • Speaker, "Recent Developments in IPOs," Financial Executives International
  • Speaker, "Return to the IPO Market," Practising Law Institute's Silicon Valley Corporate Law Update: Start-Ups, Financings, IPOs, M&A
  • Speaker, "CEO Roles and Responsibilities," Entrepreneur Academy Series Speaker, "Public Company Readiness: Preparing for an IPO," Financial Executive International
  • Speaker, "The Business of Law Practice, How to Navigate the Changing Legal Landscape" Speaker, "The Outlook for American IPOs and International Alternatives," Liquidity and Exit Alternatives
  • Speaker, "Preparing for an IPO"

EDUCATION

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

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

ADMISSIONS

California


ALLISON BERRY SPINNER
Partner

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

EXPERIENCE:

Allison Berry Spinner is a partner at Wilson Sonsini Goodrich & Rosati. Her practice focuses on corporate and securities transactions in the technology sector. Allison's clients include companies in the software, networking, wireless communications, semiconductor, Internet, consumer goods, energy and clean technology, and retail industries. She regularly handles corporate governance matters for public and private companies, investment banks, and venture capital and private equity firms.

Allison has been involved in more than 20 public offering processes and also has extensive transactional experience in venture capital and private equity and debt transactions, as well as mergers and acquisitions involving both public and private companies. She has represented clients who have received funds from Kleiner Perkins Caufield & Byers, New Enterprise Associates, Norwest Venture Partners, Sequoia Capital, and Warburg Pincus, among others.

Prior to joining Wilson Sonsini Goodrich & Rosati, Allison clerked in the United
States District Court for the Eastern District of New York.

SELECT RECENT TRANSACTIONS:

  • Representation of Barracuda Networks in its 2013 IPO and Yodlee in its 2014 IPO
  • Representation of the underwriters led by J.P. Morgan, Citigroup, and Barclays in the 2014 IPO of GoPro
  • Representation of the underwriters led by J.P. Morgan and BofA Merrill Lynch in the 2013 IPO of Wix.com
  • Representation of Internet companies EvntLive, SeatMe, and SET Media in their 2013 acquisitions by Yahoo, Yelp, and Conversant
  • Representation of the underwriters led by Goldman, Sachs and Morgan Stanley in the 2013 IPO of Nimble Storage
  • Representation of MindJet in its 2013 acquisition of Spigit

SELECT CLIENTS:

  • Amobee (sold to SingTel)
  • Barracuda Networks
  • Blade Network Technologies (sold to IBM)
  • Cole Haan
  • Ecologic Brands
  • Contact Information
  • GoDaddy
  • MindJet
  • QuantumScape Corporation
  • Tapulous (sold to Disney)
  • Tula Technology
  • Virdia
  • WatchDox
  • Yodlee

EDUCATION:

  • J.D., Columbia University Law School, 1996
    Harlan Fiske Stone Scholar; Managing Editor, Columbia Law Review
  • B.A., Political Science, Stanford University, 1993
    With Distinction

HONORS:

  • Named in the 2015 edition of Northern California Super Lawyers
  • Named among Silicon Valley/San Jose Business Journal's "Women of Influence" in 2015
  • Named to The Recorder's list of "Women Leaders in Tech Law," September 2014

SELECT SPEAKING ENGAGEMENTS:

  • Panelist, "Key Investment Trends," Advanced Venture Capital, Practising Law Institute, December 2013
  • Moderator, "IPO Prospects/Lessons Learned," Third Annual Next Generation Bio-Based Chemicals Summit, San Diego, California, January 2012
  • Panelist, "Rise of Super Angels and Seed Investment Funds," Advanced Venture Capital, Practising Law Institute, December 2010
  • Panelist, "The Rules, the Players and the Annual SEC Filings; Executive Compensation Disclosure, the Quarterly Report and Practical Tips," Year-End and Quarterly Reporting, Practising Law Institute, September 2010

ADMISSIONS:

  • State Bar of California


Danielle Naftulin is a partner in the Emerging Companies and Venture Capital Finance practice groups and a member of the Firm's Business department. She joined the Firm in 2000 and is resident in the Palo Alto office.

Ms. 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 has experience in representing companies with respect to their initial public offerings and various other public financing and strategic transactions. Ms. Naftulin also advises public companies with respect to their reporting requirements and corporate governance obligations.

Ms. Naftulin 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. Ms. Naftulin has been selected to be honored by the YWCA of Silicon Valley in their 2015 Tribute to Women awards and as a "Rising Star" in the 2015 Northern California Super Lawyers.

Ms. Naftulin received a JD from University of California, Los Angeles School of Law in 2000, and she graduated with honors from University of Michigan, where she earned an AB         in History in 1997.

Ms. Naftulin is a member of the State Bar of California.

Education

  • University of California, Los Angeles School of Law JD, 2000
  • University of Michigan - Ann Arbor AB History, 1997, With Honors

Bar Admissions

  • California

PRACTICES

Capital Markets
Clean Energy & Technologies Education
Education Technology
Emerging Companies
Mergers & Acquisitions
Public Companies
Venture Capital


Doris Y. Suh

Mrs. Suh is the Associate General of Silicon Image (NASDAQ: SIMG) headquartered in Sunnyvale, California. She provides leadership and guidance on the Company’s ethics and compliance program, litigation management program, global corporate structure, industry standards activities and global employment practices.

Mrs. Suh served as Chair and Co-Chair of the Labor and Employment Committee of the San Francisco Chapter of ACC (Association of Corporate Counsels) for four years and also served as a Temporary Judge in the Santa Clara County Superior Court for the past fifteen years.

In 2007, she drove the legal activities in implementing the Global Expansion Strategy for Silicon Image and currently oversees the maintenance of the subsidiaries and the intercompany activities worldwide, including the Cayman Islands, South Korea, Japan, Germany, UK, Netherlands and the PRC.


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 First Growth Venture Network, 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.


Susan is Vice President of Global Tax at Tesla Motors (NASDAQ:  TSLA) headquartered in Palo Alto, California. Susan leads the worldwide tax organization including direct and indirect taxes, transfer pricing, audits and controversy, compliance and global structural tax and legal planning. She also manages the corporate planning and maintenance of Tesla’s international subsidiaries.  Previously, Susan was Senior Director of International Tax at Juniper Networks where she spent six years leading a global tax and legal team in charge of international tax planning initiatives, international corporate governance, transfer pricing and audit controversy.  At Juniper, Susan successfully led and managed an international tax and legal structure initiative that required business changes in all aspects of Juniper’s business.  Prior to Juniper, Susan spent a decade of her legal and tax career at Sanmina-SCI as Director of International Tax and at Agilent Technologies as the APAC Tax Director and Senior International Tax Counsel, respectively.  Susan joined Agilent before the Hewlett Packard spin off of Agilent and spent the beginning of her career at Agilent working on the spin off.  At Agilent, she not only worked on several dispositions of Agilent’s business, but also many acquisitions, financing structures and the international legal structure.  Susan also spent time in Asia leading the tax organization in Northeast Asia and drove government negotiations for incentives for company expansion and greenfield operations in locations like China and Singapore.

Throughout her tax and legal career, Susan has worked extensively in the International tax planning and controversy area specializing in complex mergers, acquisitions, dispositions, supply chain, tax, transfer pricing and customs negotiations with governments in Asia Pacific and Europe.  She has also had experience with implementing several structured financial transactions and international legal structures from a tax perspective. Susan also led several tax controversies with non-US governments to settle favorable outcomes as well as negotiated Advance Pricing Agreements and rulings.  Susan began her tax and legal career with the Ernst & Young and KPMG.


Edward Vermeer is an attorney specializing in venture capital investments at Intel Capital, Intel Corporation's global investment and M&A organization. He is currently Managing Counsel managing a team of attorneys at Intel Capital. Intel Capital invests in a broad range of technology start-ups and companies worldwide offering hardware, software, and services targeting enterprise, mobility, smartphones, tablets, personal computing, wearable devices, digital media, software and security, consumer internet, and semiconductor manufacturing. Since 1991, Intel Capital has invested more than US$11 billion in over 1,400 companies in 57 countries. In that timeframe, over 200 portfolio companies have gone public on various exchanges around the world and over 360 were acquired or participated in a merger. Since joining Intel Capital at the end of 2005, Edward has been responsible for the closing of over 150 venture investments and strategic transactions.

Mr. Vermeer has over 17 years of legal and venture capital experience. He has served as a board observer and advisor to numerous startups. Prior to joining Intel Capital, he practiced at Latham & Watkins and Wilson Sonsini for a total of 8 years where he specialized in startup company formation, corporate governance, venture capital investments, mergers and acquisitions, and private and public company representation. Mr. Vermeer is Certified Public Accountant currently on inactive status. He earned his J.D. in 1997 from the Georgetown University Law Center, Washington, D.C. and his B.S. in Accounting from the University of Maryland, College Park.


Jennifer Kercher
General Counsel

Jennifer Kercher is general counsel of Google Ventures. Jennifer joined Google Ventures from Google’s M&A team where she was senior counsel, M&A, supporting Google’s M&A and investment activity as a legal deal lead since early 2007.  In addition to her position at Google Ventures, Jennifer also oversees Google Inc.’s strategic investment activity as Director, Legal - Investments.

Prior to joining Google, Jennifer was an associate at Wilson Sonsini Goodrich & Rosati, where she assisted a variety of private and public companies on general corporate and transactional matters, including venture capital financings, public offerings, and mergers and acquisitions.

Jennifer received her J.D. from University of California Hastings College of the Law in 2001.


Katie Riester
Director, SVB Capital

Katie Riester is a Director with SVB Capital. She is responsible for identifying and evaluating private equity and venture capital investments and has over 11 years of experience in analyzing investments. Katie is also a resource to SVB Capital’s Limited Partners and provides information and insight about SVB’s funds before and after investment.

Prior to joining SVB Capital in 2005, Katie was a senior consulting associate/team leader at Cambridge Associates in Boston. She was responsible for performing analysis on alternative assets, including due diligence on private equity funds, assisting with portfolio construction and supporting institutional clients.

Katie graduated cum laude with a Bachelor’s degree in Economics from Colby College. Katie earned her MBA from the Wharton School at the University of Pennslyvania.

Katie is a volunteer on the San Francisco Child Abuse Prevention Center’s TALK Line and has provided over 700 hours of counseling to parents in crisis and under stress. Katie also serves on the SVB Foundation board. When she is not working or volunteering, Katie loves hosting dinner parties with her husband.


SANG KIM
Partner
Co-Managing Partner, Silicon Valley Office

Sang Kim is a partner in DLA Piper's International Tax group and co-managing partner of DLA Piper's Silicon Valley office. He is currently on DLA Piper's Executive Committee as well as the National Diversity and Inclusion Committee.

He concentrates his practice in international tax and operational structuring, global transfer pricing strategy and documentation, cross-border mergers, acquisitions, dispositions and joint ventures, post-acquisition integration and international tax controversy. He also frequently serves as the managing international legal counsel for multijurisdictional and multi-disciplined projects and matters implicating employment, IP, corporate formation, corporate governance, foreign exchange controls, transaction taxes such as VAT and GST and import duties, among others.

He has led over a hundred international expansion and structuring projects for companies across a wide spectrum of industries and jurisdictions from emerging enterprises to Fortune 500 multinationals. Representative industries include high tech, consumer products, life sciences, energy, media, technology services, venture funds, manufacturing and distribution. Within these industries, he has extensive experience working with clients in the solar, semiconductor, software, consulting, data storage, data security, social/ecommerce, gaming, consumer electronics, medical devices and networking sectors. He has also worked closely with numerous clients doing business in China, India, Brazil, Russia and other emerging economies.

The respected English research firm Chambers & Partners recognizes him in Chambers Global: World's Leading Lawyers for Business, as a "partner who impresses peers in California with his international tax expertise," and in Chambers USA: America's Leading Lawyers for Business as a key individual with "a lot of experience on the international side, and he is very good at coordinating work with international offices." Chambers remarks, "Peers consider him to be part of the 'upcoming wave of well-respected tax attorneys in the community'" and "Clients describe him as a trusted adviser who has the 'ability to provide succinct, timely and solid legal advice. He is highly entrepreneurial and more importantly, builds long-term relationships.'" Legal 500 cites Mr. Kim "as 'a very strong tax advisor' with "excellent skills" and a superb track record in post-merger integration."

Prior to joining DLA Piper, he spent seven years at two of the Big 4 firms in their Silicon Valley offices where he specialized in international tax from both planning and tax provision perspectives.

He is a frequent speaker on international tax and global expansion matters.

MEMBERSHIPS

He is a member of the Law Board at Northwestern University School of Law and on the Board of the Bronx High School of Science Endowment Fund. He is also an active Little League baseball and youth basketball coach.

SEMINARS

  • Speaker/Panelist, "Cross Border IP, Digital Products, Services and Cloud Computing," Pacific Rim Tax Institute, Menlo Park, January 21, 2011
  • Speaker/Panelist, "Update on Swiss Tax Issues," Hot International Corporate Tax Issues Seminar, Greater Zurich Area AG, East Palo Alto, October 22, 2010
PRIOR EXPERIENCE

  • KPMG LLP
  • Coopers and Lybrand LLP
EDUCATION

LL.M., New York University School of Law 1996
Taxation

J.D., Northwestern University School of Law 1995

B.A., Columbia University 1992
Philosophy and Economics

ADMISSIONS

California
New York


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


Jeff has been advising corporations on Delaware corporate law for almost twenty-five years.  He also provides formal legal opinions on transactions.  He has taught courses on corporate law at the University of Pennsylvania Law School and Villanova Law School.  He speaks and publishes frequently on Delaware law, including recent articles on “Delaware Traps in IPOs” and “Risks to Directors in Private Company Transactions,” as well as being an editor of the well-known treatise “Delaware Corporation Law and Practice.”


Paul is an attorney, entrepreneur and co-founder of SRS Acquiom® – the global leader for managing post-closing activity in private M&A, offering industry-leading shareholder representation, payment administration and escrow solutions.

At SRS Acquiom, Paul manages operations and heads the professional team that has completed over 800 M&A deals, valued at $130 billion. 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 forming SRS Acquiom, Paul practiced law at some of the nation’s most prestigious law firms. He was one of the founding partners of Kendall, Koenig & Oelsner, a Denver-based corporate and business law firm. Paul graduated from Northwestern University School of Law and received his BBA in Finance from the University of Iowa.