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ScaleUp Speaker Series Palo Alto - Fall 2024

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Morrison Foerster offers a free 10-part series on the legal side of founding a startup. This weekly Tuesday seminar will arm you with the knowledge needed to manage the legal aspects of launching, funding, and growing a startup, with insights on how to avoid common mistakes that can have serious consequences down the road.

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This cycle of Morrison Foerster’s free 10-part ScaleUp Speaker Series equipped participants with the knowledge needed to manage the legal aspects of launching, funding, and growing a startup, while providing insights on how to avoid common mistakes that can have serious consequences down the road.Incorporating a Startup – October 1, 2024Participants learned the key differences between types of legal entities and how they impact the ability to raise capital, build a workforce, and achieve a successful company exit.Intellectual Property Basics – October 8, 2024Participants learned the basics of the different types of intellectual property, how they add value to a startup, and common missteps to avoid that could prevent them from protecting their intellectual property.Raising Angel Investment (Including Convertible Note Financings) – October 15, 2024Participants learned about the most common angel investment structures and practices in seed-stage investing (including debt, equity, and hybrid approaches) and received an introduction to the preferred stock terms that form the basis of venture capital investments.Raising Venture Capital Investment (Deal Terms and Structures) – October 29, 2024Participants learned the basic concepts, structures, and mathematics behind venture capital investments, including capital structures, term sheets, and capitalization and liquidation models.Most Common Legal Mistakes of Startup Entrepreneurs – November 5, 2024Participants learned about more than a dozen common legal mistakes, their impact on startups, and strategies for avoiding them.Startup Equity Incentives – November 12, 2024Participants learned the fundamentals of customary equity incentives and how they are used to attract and retain top talent in a competitive market. The session covered founder vesting, restricted stock, and stock options, including ISOs and NSOs.Follow-on Venture Financing Complexities – November 19, 2024Participants learned how startups and investors manage down rounds, recapitalizations, pay-to-play financings, and other complexities that arise in the second and subsequent rounds of financing.Selling Your Startup – December 3, 2024Participants learned about the differences among acquisition structures, mastered fundamental mergers and acquisitions (M&A) terms, and received an overview of definitive M&A agreements and processes.Initial Public Offerings – December 10, 2024Participants learned about the steps involved in considering an IPO, including the process, timing, and life as a U.S. public company.Open Forum Recap – December 17, 2024Participants joined an interactive open forum where they asked Morrison Foerster’s startup attorneys questions about topics covered during earlier sessions and startup legal issues more broadly.For more information about ScaleUp programming offered in Austin, Boston, New York, and Palo Alto, please visit <a href="https://scaleup.mofo.com/events?_gl=1*1dmqh6j*_ga*NjU2NzQyNjEuMTc4MTYyOTAxNQ..*_ga_3HVRG7GH76*czE3ODI4MzIyNjAkbzI0JGcxJHQxNzgyODM0MTYyJGo1NCRsMCRoMA.." target="_blank">MoFo ScaleUp.</a><hr>

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Tim is a Partner in the Palo Alto Office and a partner in the Emerging Companies and Venture Capital Group. He specializes in representing startup companies and venture capital firms in corporate and securities matters.In his practice, Tim advises startups from formation through acquisition or initial public offering in matters including venture capital financing, debt financing, equity incentive compensation, corporate governance and technology development (including licensing, joint development, distribution, and other technology transfer matters). He also represents venture capital firms, strategic corporate investors, and angel investors in their investments in startup companies.Tim specializes in modeling complex capital structures, financing scenarios and liquidity events, helping entrepreneurs and investors analyze possibilities and understand consequences of various transaction structures. Tim represents startups and investors in a variety of technology sectors, including consumer and enterprise software, financial services technologies, wearable computing, semiconductor design, healthcare technologies, consumer retail and transportation.In 2015, Tim founded the firm’s ScaleUp Speaker Series, an ongoing, ten session series for entrepreneurs on the legal issues they will face over the lifetimes of their startups.Tim is most proud of his work on behalf of at-risk Afghan allies in connection with Operation Allies Refuge and was recognized by Human Rights First as a Pro Bono Star.Prior to practicing law, Tim designed, programmed, and implemented software systems for clients in the financial services industry.

Timothy Harris

Partner

Dr. Nguyen focuses her practice on domestic and international patent prosecution. She is a founder and co-leader of the firm’s Life Sciences Data Analytics patent group and a member of Morrison Foerster’s Patent Prosecution + Strategy and Post-Grant Strategy + Disputes practice areas. Her work includes patent portfolio development and management, IP due diligence, and freedom-to-operate (FTO) analyses, as well as inter partes reviews (IPR) and patent disputes before the U.S. Patent and Trademark Office (USPTO).Dr. Nguyen represents multinational companies, startups, and universities across a broad range of advanced and multidisciplinary technologies. She has particular experience in semiconductor materials and fabrication, quantum computing, electronic and medical devices, computer hardware and software, memory systems, optoelectronics, and microelectromechanical systems (MEMS). Her practice also extends to telecommunications and networks, integrated circuits and digital design, augmented and virtual reality, and autonomous systems.Before entering private practice, Dr. Nguyen served as a lead engineer at a national aerospace research laboratory, where she worked on advanced, mission-critical technologies, and as a hardware engineer at a global technology company. She also held research positions at leading academic and research institutions, collaborating with industry and government organizations on cutting-edge developments. This hands-on experience in developing complex systems informs her ability to translate highly technical concepts into effective IP strategies.Dr. Nguyen holds a Ph.D. in electrical engineering, an M.S. in computer science, and a B.S. in computer engineering. She has authored numerous technical publications and is an inventor on multiple patents. She has also served in leadership roles within a prominent IP law association.

Jean Nguyen

Of Counsel

Yuan Xia is a partner in Morrison Foerster’s Palo Alto office. She is a member of the firm’s Executive Compensation + Benefits practice.Yuan’s practice focuses on the transactional aspects of executive compensation matters in the context of domestic and cross-border mergers, acquisitions, divestitures, public offerings and restructurings. Yuan regularly counsels public companies, private equity funds, and startup companies on the design and implementation of equity, incentive and non-qualified deferred compensation agreements, change in control, retention and severance, and executive employment agreements. Yuan also has distinct experience advising public companies on executive compensation disclosures for annual proxy statements and merger proxies, initial public offerings and Form 8–Ks. Yuan was recognized by Legal 500 US as a Rising Star in Employee Benefits, Executive Compensation and Retirement Plans (Transaction) for 2024.Prior to joining the firm, Yuan was an associate at another international law firm headquartered in New York.

Yuan Xia

Chris represents venture capital investors, private equity firms, and emerging and established companies in corporate finance matters, including investments, mergers and acquisitions, joint ventures, and other strategic transactions.Recognized as a top-tier advisor in the technology sector, Chris was recently named one of the Dealmakers of the Year by The American Lawyer and Most Innovative Lawyers in Science and Technology by The Financial Times, among other Rising Star/Top 40 Under 40 honors by Venture Capital Journal, Daily Journal, and San Francisco Business Times.Chris has significant experience advising on complex deals involving high-growth, venture-backed technology companies. He regularly advises on capital raising, partnership and exit transactions for startups and investment fund transactions, buyouts, and divestitures for private equity sponsors.Before rejoining Morrison Foerster, Chris served as lead negotiator at a global investment firm, executing cross-border investment and M&A transactions. Leveraging that experience as a battle-tested dealmaker, Chris provides clients with creative, business-forward, and solutions-oriented advice.Chris is on the leadership committee of the ABA’s Private Equity and Venture Capital Committee, regularly speaking and writing about investment- and M&A-related topics and trends. At NYU School of Law, Chris was a Lederman Fellow in Law & Economics and on the executive board of the NYU Journal of Law & Business. He majored in business economics as an undergraduate at University of California, Santa Barbara.

Christopher McKinnon

Andy’s practice focuses on representing issuers and underwriters in capital markets transactions and advising public and private companies on a variety of other corporate and securities matters, including strategic transactions, corporate governance matters, and compliance with the U.S. federal securities laws and the listing standards of securities exchanges.Andy has extensive experience advising both issuers and underwriters in initial public offerings and other registered and unregistered offerings of common and preferred equity, debt, and equity-linked securities. He also serves as primary outside counsel to a number of public and private companies and regularly advises members of management and boards of directors regarding corporate and securities matters.Andy is recognized as a leading lawyer in Chambers USA 2025 for REITs and as a “Notable Practitioner” in IFLR1000 for Capital Markets: Equity. He is recommended by The Legal 500 US for the areas of Capital Markets: Equity Offerings and REITs.<h4>Representative Experience</h4><ul><li>Represented SoftBank Group Corp. in its $2 billion PIPE investment in Intel Corporation (Nasdaq: INTC).</li><li>Represented MedEquities Realty Trust, Inc. (NYSE: MRT) in connection with its $256 million initial public offering, its $164 million 144A offering and private placement of common stock, and its $125 million private placement of preferred stock.</li><li>Represented Inovalon Holdings, Inc. (Nasdaq: INOV) in its $685 million initial public offering.</li><li>Represented Unity Software Inc. (NYSE: U) in connection with its $1.0 billion convertible notes offering to affiliates of Silver Lake and Sequoia Capital.</li><li>Represented RH (NYSE: RH) in connection with its $350 million Rule 144A offering of convertible notes.</li><li>Represented the initial purchasers in separate Rule 144A offerings of $375 million of 7.250% senior secured notes and $941 million of zero coupon senior secured notes of Diversified Healthcare Trust (Nasdaq: DHC).</li><li>Represented UDR, Inc. (NYSE: UDR) in connection with multiple public offerings of debt and equity securities resulting in proceeds in excess of $6 billion.</li><li>Represented Armada Hoffler Properties, Inc. (NYSE: AHH) in connection with multiple public offerings of common and preferred stock and private placements of operating partnership units.</li><li>Represented the dealer manager in exchange offers for senior notes of Office Properties Income Trust (Nasdaq: OPI).</li><li>Represented SoftBank Group Corp. in its $50 million PIPE investment in Cipher Mining Inc. (Nasdaq: CIFR).</li><li>Represented Zippy Shell, one of the largest containerized moving and storage companies in the U.S., in a $180 million preferred equity investment by Carlyle.</li><li>Representing Modiv Industrial, Inc. (NYSE: MDV) in connection with its $50 million at-the-market equity offering.</li><li>Represented the initial purchasers in a $300 million Rule 144A offering of 9.000% senior secured notes of Office Properties Income Trust (Nasdaq: OPI).</li><li>Represented Vonage Holdings Corp. (NYSE: VG) in connection with its $300 million Rule 144A offering of convertible notes.</li><li>Representing Baird in the $400 million at-the-market equity offering of Watsco, Inc. (NYSE: WSO).</li><li>Representing B. Riley in the at-the-market equity offering of Beam Global (Nasdaq: BEEM).</li><li>Representing Baird in the at-the-market equity offering of ESS Tech, Inc. (NYSE: GWH).</li><li>Represented SoftBank Group Corp. in its $150 million PIPE investment in Afya Limited (Nasdaq: AFYA).</li><li>Represented the underwriters in Modiv Industrial, Inc.’s (NYSE: MDV) Series A preferred stock offering, as well as the initial listing of its common stock and related offering.</li><li>Represented the underwriters in multiple underwritten secondary offerings of shares of Landsea Homes Corporation (Nasdaq: LSEA).</li><li>Represented the underwriters in multiple underwritten secondary offerings of shares of BrightSpire Capital, Inc. (NYSE: BRSP) by a stockholder affiliated with DigitalBridge Group, Inc. (NYSE: DBRG).</li><li>Represented B. Riley in a $30 million equity line of credit for Beam Global (Nasdaq: BEEM).</li><li>Represented private investment firms in equity lines of credit for multiple issuers.</li><li>Represented Broad Street Realty, Inc. (OTCQX: BRST) in connection with its joint venture and preferred equity investment from Fortress Investment Group.</li><li>Represented Anzu Special Acquisition Corp in its $425 million initial public offering and its subsequent merger with Envoy Medical, Inc. (Nasdaq: COCH).</li><li>Represented Science Strategic Acquisition Corp. Alpha in its $310 million initial public offering.</li><li>Represented Endurance Acquisition Corp. in its $200 million initial public offering.</li><li>Represented MedEquities Realty Trust, Inc. (NYSE: MRT) in its $600 million merger with Omega Healthcare Investors, Inc. (NYSE: OHI).</li><li>Represented Farmland Partners Inc. (NYSE: FPI) in connection with its initial public offering and subsequent public offerings of its common stock, its $131 million offering of 6.00% Series B Participating Preferred Stock, and private placements of operating partnership units.</li><li>Represented the management team at Parkway, Inc. in connection with its $1.2 billion acquisition by Canada Pension Plan Investment Board.</li><li>Represented UDR, Inc. (NYSE: UDR) in connection with Home Properties, Inc.’s $7.6 billion acquisition by Lone Star Funds, in which UDR acquired six communities for approximately $908 million.</li><li>Represented BMO Capital Markets, BofA Merrill Lynch, and Citigroup in Sun Communities, Inc.’s (NYSE: SUI) $250 million at-the-market equity offering.</li><li>Represented the underwriters in connection with Independence Realty Trust’s (NYSE: IRT) $34 million offering of common stock and concurrent listing.</li><li>Represented Jefferies and Baird in the initial public offering of AmREIT, Inc.</li><li>Represented JP Morgan, Citi, Deutsche Bank, and KeyBanc in the $293 million initial public offering of Retail Properties of America, Inc. (NYSE: RPAI).</li><li>Represented Colony Financial, Inc. in its $287.5 million initial public offering.</li></ul>

Andrew Campbell

John Hensley is a partner in the firm’s Capital Markets and Public Company Advisory & Governance practices. He represents publicly and privately held companies in a variety of corporate and securities law matters.John represents both issuers and underwriters in initial public offerings, follow-on offerings and private placements, including offerings of common and preferred equity, debt, and convertible debt. In addition, John regularly advises numerous public company clients regarding general business matters, corporate governance issues and compliance with the U.S. federal securities laws and the requirements of the New York Stock Exchange and Nasdaq.<h4 dir="ltr">Representative Experience</h4><ul><li>Represented Carlsmed, Inc. (Nasdaq: CARL) in connection with its $100.5 million initial public offering</li><li dir="ltr">Represented Arm Holdings plc (NASDAQ:ARM), the world’s leading semiconductor IP company, in its blockbuster $5.22 billion USD IPO on Nasdaq, the largest IPO of 2023</li><li dir="ltr">Represented Centuri Holdings and parent company Southwest Gas Holdings in $353 million IPO and concurrent private placement</li></ul><ul dir="ltr"><li dir="ltr">Represented Krystal Biotech, Inc. (NASDAQ:KRYS) in multiple equity offerings, with an aggregate value of approximately $635 million</li><li dir="ltr">Represented Southwest Gas Holdings, Inc. in its $238.4 million public offering of common stock</li><li dir="ltr">Represented UDR, Inc. (NYSE:UDR) in connection with multiple public debt offerings with an aggregate value of approximately $1.3 billion and in connection with multiple public equity offerings with an aggregate value of over $2 billion</li><li dir="ltr">Advised eBay Inc. (NASDAQ:EBAY) in connection with a $1.15 billion offering of senior unsecured notes under its existing shelf registration statement and in connection with a $2.5 billion offering of senior unsecured notes under its existing shelf registration statement</li><li dir="ltr">Advised Sky Harbour LLC, a developer of private aviation infrastructure, in connection with its business combination agreement with Yellowstone Acquisition Company (NASDAQ: YSAC, YSACU, and YSACW), a publicly traded SPAC sponsored by Boston Omaha Corporation (NASDAQ:BOMN); as part of the business combination with Sky Harbour, a subsidiary of Boston Omaha purchased 10,000,000 shares of Yellowstone Class A common stock and acquired additional shares of Class A common stock and warrants to purchase Class A common stock as Yellowstone’s sponsor.</li><li dir="ltr">Represented Vontier Corporation (NYSE:VNT) in connection with its 144A private offering of $1.6 billion in senior notes</li><li dir="ltr">Represented Education Realty Trust, Inc. (NYSE:EDR) in connection with multiple public offerings of debt and equity securities resulting in proceeds in excess of $2.0 billion</li><li dir="ltr">Represented Farmland Partners Inc. (NYSE:FPI) in its $53.2 million initial public offering, its $46.5 million and $37.0 million follow-on offerings, and its $25.0 million at-the-market equity offering</li><li dir="ltr">Represented the underwriters in connection with registered offerings of over $33 billion of fixed and floating rate notes by Shell International Finance, the U.S. financing subsidiary of Royal Dutch Shell Plc</li><li dir="ltr">Represented the underwriters in connection with the registered offering of $5 billion of notes by Novartis Capital Corporation, the U.S. financing subsidiary of Novartis AG</li><li dir="ltr">Represented the underwriters in connection with Plymouth Industrial REIT’s approximately $58 million initial public offering, multiple follow-on offerings of common stock, and $45 million offering of preferred stock</li><li dir="ltr">Represented Southwest Gas Corporation in multiple registered debt offerings of over $1.6 billion in the aggregate</li><li dir="ltr">Represented Vonage Holdings Corp. in connection with its $300 million Rule 144A offering of convertible notes</li><li dir="ltr">Represented MedEquities Realty Trust, Inc. (NYSE:MRT) in its $275 million initial public offering</li><li dir="ltr">Represented Inovalon Holdings, Inc. (NASDAQ:INOV) in its $685 million initial public offering</li><li dir="ltr">Represented Veeco Instruments Inc. (NASDAQ:VECO) in two 144A convertible notes offerings of $425 million in the aggregate</li><li dir="ltr">Represented onsemi (NASDAQ:ON) in its $500 million Rule 144A offering of 1.625% senior convertible notes and in its $700 million offering of 3.875% senior unsecured notes</li><li dir="ltr">Represented the sales agents in connection with Equity Residential’s (NYSE:EQR) at-the-market offering program of 13 million common shares</li><li dir="ltr">Represented the underwriters in connection with the establishment of a $300 million at-the-market (ATM) equity offering program by Apple Hospitality REIT</li></ul>

ScaleUp Speaker Series Palo Alto - Fall 2024

01 Oct 2024 - 17 Dec 2024