Mr. Harris joined Morrison & Foerster LLP in 1997 and is currently a partner in the firm’s Palo Alto office, where he represents both public and private companies in corporate and securities matters.

In his public company practice, Mr. Harris advises on both registered and unregistered securities offerings, executive compensation, mergers and acquisitions, debt financings, corporate governance, periodic reporting under the Securities Exchange Act of 1934, Section 16 compliance, Regulation FD compliance and Sarbanes-Oxley compliance.

In his private company practice, Mr. Harris advises startup and emerging growth technology enterprises from incorporation through acquisition or initial public offering in matters including venture capital financing, debt financing, equity incentive compensation and technology development (including licensing, joint development, distribution and other technology transfer matters).

Mr. Harris represents clients in a variety of sectors, including the networking infrastructure, utility computing, semiconductor design and manufacturing, electronic commerce infrastructure, gaming equipment, financial services, language translation services, telecommunications, online content syndication and enterprise software industries.

Selected Transactions:

• Global Cash Access Holdings, Inc. (NYSE: GCA) — $435 million leveraged buyout (including $235 million senior subordinated note offering and $280 million syndicated bank credit facility), $316 million private equity restructuring, $225 million initial public offering, $164 million follow-on public offering, $25 million acquisition of Certegy Gaming Services from Fidelity National Information Services, Inc. (NYSE: FIS), $33 million acquisition of Cash Systems, Inc. (NASDAQ: CKNN); ongoing representation as outside general counsel
• FortuNet, Inc. (NASDAQ: FNET) — $26 million initial public offering (representing W.R. Hambrecht + Co, LLC as lead underwriter); ongoing representation as outside general counsel
• Saba Software, Inc. (NASDAQ: SABA) — $50 million in aggregate Series B, Series C and Series D financings; $60 million initial public offering; and acquisitions of Human Performance Technologies, Inc. and Ultris, Inc.; representation of company in connection with Securities Exchange Act reporting obligations
• Finisar Corporation (NASDAQ: FNSR) — $155 million initial public offering (representing Merrill Lynch & Co. as lead underwriter)
• Pericom Semiconductor Corporation (NASDAQ: PSEM) — acquisition of Saronix, LLC; representation of company in connection with SEC review of Securities Exchange Act reports
• JDS Uniphase Corporation (NASDAQ: JDSU) — acquisition of Advanced Digital Optics, Inc.
• Hitachi Data Systems Corporation (subsidiary of Hitachi (NYSE: HIT)) — acquisition of Archivas, Inc.
• AeroCentury Corp. (AMEX: ACY) — ongoing representation as outside general counsel
• The Corporate Executive Board (NASDAQ: EXBD) — venture capital investment in PayScale, Inc.

Mr. Harris has represented dozens of privately-held companies in connection with their venture capital financings and acquisitions, including Infonox on the Web (acquired by Total System Services, Inc. (NYSE: TSS)); Network Alchemy, Inc. (acquired by Nokia (NYSE: NOK)); Ignyte Technology, Inc. (acquired by SonicWALL (NASDAQ: SNWL)); and The Windward Group (acquired by Metamor Worldwide (NASDAQ: MMWW)). Mr. Harris represented YouTube co-founder Jawed Karim in connection with YouTube’s $1.6 billion acquisition by Google (NASDAQ: GOOG).

In addition, Mr. Harris has represented numerous venture capital firms in connection with their venture capital investments, including Trinity Ventures, Youniversity Ventures, AsiaTech Management, Emerging Alliance Fund, UOB Venture Management, New Enterprise Associates, SDL Ventures, Sutter Hill Ventures, Norwest Venture Partners, Windamere Venture Partners and Starfish Ventures.

Mr. Harris is a member of the Advisory Council of the Berkeley Entrepreneurs Forum operated by the Lester Center for Entrepreneurship & Innovation at the Haas School of Business at the University of California, Berkeley.

Mr. Harris employs a distinctively quantitative approach in his corporate finance practice, and has developed a specialty in modeling complex capital structures and financing scenarios. His professional publications include:

• “The Antidilution Death Spiral” in The Journal of Private Equity (Spring 2002)
• “Crunch Time” in The Daily Deal (September 18, 2002)
• “Protecting Brain Capital to Raise Venture Capital” in SDForum News (newsletter of the Software Development Forum) (October/November 2002)
• “Bridge Financing over Troubled Waters” in The Journal of Private Equity (Winter 2002)
• “Modeling the Conversion Decisions of Preferred Stock” in The Business Lawyer (Vol. 58, February 2003)
• “‘Down rounds’ can smack VCs and startups alike” in Silicon Valley Biz Ink (April 25, 2003)
• “Addressing Unintentional Antidilution Adjustments” in The Venture Capital Journal (May 2008)

Prior to practicing law, Mr. Harris designed, programmed and implemented software systems for clients in the financial services industries.

Mr. Harris received his A.B. degree in Computer Science, cum laude, from Princeton University in 1991, and his J.D. degree, cum laude, from Northwestern University in 1997, where he was an Associate Editor of the Northwestern University Law Review and was elected to the Order of the Coif.

Mr. Harris is a member of the State Bar of California.