Andrew D. Thorpe

Andrew Thorpe is a partner in Morrison & Foerster's San Francisco office and focuses his practice on securities regulation, public offerings, and mergers and acquisitions, as well as corporate governance matters. Mr. Thorpe has acted as underwriter's counsel or company counsel in public offerings involving companies in a wide variety of industries, including semiconductor, software, life sciences, medical devices, clean technology, financial services, telecommunications, and the Internet. Mr. Thorpe has extensive experience in, and knowledge of, the SEC's regulation of public companies and regularly counsels companies in 1933 and 1934 Act filings pertaining to a variety of complex transactions and disclosure issues.

From January 2001 to April 2005, Mr. Thorpe served as Special Counsel, Office of Rulemaking in the Division of Corporation Finance of the Securities and Exchange Commission (SEC).

While in the Office of Rulemaking, Mr. Thorpe played a significant role in drafting many of the regulations emanating from the Division, including those mandated by the Sarbanes-Oxley Act of 2002.

In 2004, the Commission awarded Mr. Thorpe the SEC Law and Policy Award for his participation on the Proxy Review Task Force. In 2005, the Commission awarded Mr. Thorpe the Regulatory Simplification Award for his participation on the Securities Offering Reform Team.

Prior to joining the Office of Rulemaking, from 1999 to 2001 Mr. Thorpe reviewed public company filings as an Attorney Advisor in the Division's industry group covering pharmaceutical, healthcare, and insurance companies. Mr. Thorpe has broad experience in 1933 and 1934 Act filings pertaining to a variety of complex transactions.

Mr. Thorpe is the former President of the Northern California Chapter of the Society of Corporate Secretaries and Governance Professionals and currently serves on its advisory committee.

Mr. Thorpe is the Vice Chair of the American Bar Association's Committee on Developments in Business Financing, for which Mr. Thorpe serves as the Chair of the Subcommittee on Annual Review and Programs. Mr. Thorpe has been a regular speaker at the ABA's Annual Review of Developments in Business Financing at the ABA Section of Business Law's Spring Meetings. Mr. Thorpe is also a member of the ABA Committee on the Federal Regulation of Securities and Subcommittee on Annual Review of Federal Securities Regulation.

Representative Transactions

• Advised JMP Group Inc. (NYSE: JMP), a full service investment banking and asset management firm, as issuer’s counsel on $46 million offering of 8.0% Senior Notes due 2023 (2013).
  
  
• Advised Restoration Hardware Holdings, Inc. (NYSE: RH) as issuer’s counsel on $142.5 million initial public offering (2012).
  
  
• Advised JMP Securities LLC as financial advisor’s counsel on $41.5 million acquisition of Network Equipment Technologies, Inc. (NASDAQ: NWK) by Sonus Networks, Inc. (NASDAQ: SONS) (2012).
  
  
• Advised InvenSense, Inc. (NYSE: INVN), a leading provider of motion processing solutions for consumer electronics, as issuer's counsel on $98 million follow-on offering (2012).
  
  
• Advised InvenSense, Inc. (NYSE: INVN) as issuer’s counsel on $86 million initial public offering (2011).
  
  
• Advised FBR Capital Markets, Inc. as underwriter’s counsel on $80.5 million follow-on offering of Hanmi Financial Corp. (NASDAQ: HAFC), a financial holding company with a Korean-American community bank (2011).
  
  
• Advised JMP Securities LLC as placement agent’s counsel on $6.4 million registered direct offering of Altair Nanotechnologies, Inc. (NASDAQ: ALTI), a provider of nano-lithium titanate battery products (2011).
  
  
• Advised Neurogesx, Inc. (NASDAQ: NSGX), a biopharmaceutical company focused on developing and commercializing novel pain management therapies, as issuer’s counsel on $20 million PIPE offering (2011).
  
  
• Advised JMP Securities LLC as financial advisor’s counsel on $110 million acquisition of United PanAm Financial Corp. (PINK: UPFC) by an entity controlled by Guillermo Bron, Chairman of the Board of Directors of UPFC, and by affiliates of Pine Brook Road Partners, LLC (2011).
  
  
• Advised JMP Group Inc. (NYSE: JMP), a full-service investment banking and asset management firm, as issuer’s counsel on “at-the-market” offering of up to 3,000,000 shares of common stock (2011).
  
  
• Advised CleanEnergy Fuels Corp. (NASDAQ: CLNE), a provider of natural gas solutions of vehicle fleets primarily in the U.S., as issuer’s counsel in $39.8 million follow-on offering (2010).
  
  
• Advised JMP Securities LLC as financial advisor’s counsel on $57.5 million strategic investment in Altair Nanotechnologies, Inc. (NASDAQ: ALTI) by Canon Investment Holdings Limited (2010).
  
  
• Advised CleanEnergy Fuels Corp. (NASDAQ: CLNE) on acquisition of IMW Industries, Ltd., a manufacturer and servicer of advanced natural gas fueling compressors and related equipment, for $125 million plus a cash earn-out arrangement (2010).
  
  
• Advised MediGuide Inc., a privately owned Israeli medical device company, on acquisition by St. Jude Medical, Inc. (NYSE: STJ) for $283 million plus the assumption of debt (2010).
  
  
• Advised Clean Energy Fuels Corp., as issuer’s counsel on $78.3 million follow-on offering (2009).
  
  
• Advised Syneron Medical Ltd. (NASDAQ: ELOS), a medical aesthetic device company, on acquisition of Candela Corporation (NASDAQ: CLZR) for $65 million (2009).
  
  
• Advised CleanEnergy Fuels Corp., as issuer’s counsel on $35 million registered direct offering (2008).
  
  
• Advised JMP Group Inc. (NYSE: JMP), as issuer’s counsel on its $100 million initial public offering (2007).
  
  
• Advised JP Morgan and Credit Suisse as underwriters’ counsel on $117 million initial public offering of Mellanox Technologies Ltd. (NASDAQ:  MLNX), a fabless semiconductor company (2007).
  
  
• Advised Cowen and Company and CIBC World Markets as underwriters’ counsel on $59.5 million follow-on offering of Gilat Satellite Networks Ltd. (NASDAQ: GILT), a provider of products and professional services for satellite-based broadband communications networks (2006).
  
  
• Advised Dynavax Technologies Corporation (NASDAQ: DVAX), a biopharmaceutical company that discovers and develops novel products to prevent and treat infectious and inflammatory diseases, as issuer’s counsel on $35.8 million follow-on offering (2005).
  
  
• Advised CoTherix, Inc. (NASDAQ: CTRX), a biopharmaceutical company focused on licensing, developing and commercializing therapeutic products for cardiopulmonary diseases, as issuer’s counsel on $67.3 million follow-on offering (2005).