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MoFo Advises Moneta Ventures on Its $250M+ Third Fund

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Morrison Foerster advised Moneta Ventures on its third fund, raising over $250 million to invest in early-stage software...

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Morrison Foerster advised Moneta Ventures on its third fund, raising over $250 million to invest in early-stage software companies in the U.S. West Coast and Texas startup ecosystems. Moneta Ventures is a venture capital firm that invests in Seed and Series A enterprise software companies, writing initial check sizes of $1-5 million. Their investment thesis centers on “Software++”, a set of criteria that involves investing in software companies with multi-layered monetization strategies and a transformational technology play. Moneta Ventures is dual-headquartered in Sacramento, CA, and Austin, TX.The MoFo team was led by Palo Alto private funds chair and partner Stephanie Thomas, together with Palo Alto private funds partner Lee Shepard and private funds associate Caroline Sir, with invaluable assistance from Washington, D.C. tax partner Jaclyn Goldberg and investment management associate Aaron Russ and Denver investment management partner Kelley Howes.

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Stephanie, Chair of the firm’s global Private Funds Group, has over 20 years of experience advising on private fund formation and operations, as well as on regulatory compliance matters. She represents U.S. domestic and global fund sponsors and institutional investors in connection with the formation of, and investments in, buyout funds, venture capital funds, secondary funds, debt funds, infrastructure funds, fund–of–funds, social impact funds and other private funds with a broad range of investment strategies. She has been described by a client as “extremely knowledgeable in the fund formation space, very good to work with and thoughtful about the needs of her clients.”Private Fund Sponsors. Stephanie represents fund sponsors and the management teams of private funds in the formation of their private funds, as well as in ongoing fund operations, including upper–tier planning, parallel and feeder fund structures, alternative and offshore vehicles, securities law matters, ERISA compliance, transfers or sales of partnership interests, including secondary transactions, and other tax and regulatory matters.She has considerable experience negotiating anchor investor arrangements, navigating cross–border fund matters, structuring co–investment and overage programs, representing firms and individual partners at the time of hire or departure (including involuntary removal), and the formation of feeder vehicles, parallel funds and special purpose vehicles. She also advises U.S. and international companies in the structuring of their corporate venture capital programs.Institutional Investors. Stephanie has advised institutional investors in hundreds of private fund formations, involving foreign and domestic funds ranging in size from $40 million to $21 billion. These investors, including state and corporate pension funds, sovereign wealth funds, universities, fund-of-funds, insurance companies, and other institutional investors, have commitments ranging from $5 million - $1 billion on a per-deal basis. Her experience includes representing significant limited partner investors in some of the largest private market funds ever raised.Investment Advisers. Stephanie advises fund sponsors and other investment advisers on the principal aspects of the Investment Advisers Act and the Dodd–Frank Act. She assists her clients in navigating the regulatory landscape, including new state and federal registration requirements, exemption eligibility, compliance programs and ongoing compliance matters.Stephanie works in the firm’s Palo Alto office and is active in the business community. Prior to joining the firm in 2005, she was a member of the fund formation group in the Palo Alto office of Cooley LLP.

Stephanie Thomas

Chair of Global Private Funds Group

Lee Shepard is a partner in the Palo Alto office of Morrison Foerster, where he focuses on fund formation and transactions, as well as corporate and securities law matters, including mergers and acquisitions, private financings, public offerings and general corporate matters.Mr. Shepard represents venture capital and private equity sponsors and institutional investors in connection with the formation of, investments in, and investments by private funds and alternative investment vehicles, including funds focused on life sciences, pharmaceutical development, and alternative energy power generation. He advises institutional investors on co-investments in private equity-sponsored acquisitions and leveraged recapitalization transactions. Mr. Shepard also advises clients general corporate and securities law matters, including mergers and acquisitions, private financings, public offerings and general corporate matters.Mr. Shepard received his B.S. in Applied Mathematics and Managerial Economics in 1985 and in 1988 received his M.B.A. from Carnegie Mellon University. In 2006, he received his J.D., cum laude, Order of the Coif, from U.C. Hastings College of the Law, where he was a senior production editor of the Hastings Law Journal, articles editor and senior articles review chair of the Hastings Business Law Journal, and a member of the Thurston Society. He served as a judicial extern for the Honorable Dennis Montali, U.S. Bankruptcy Court, Northern District of California. Prior to receiving his J.D., Mr. Shepard was a senior officer of a major investment bank.

Lee Shepard

Partner

Caroline Sir is a corporate associate in the firm's Palo Alto office.Before joining Morrison Foerster’s Transactions Department, Caroline was a summer associate in the Palo Alto office during the summer of 2019.Caroline earned her J.D. from the UC Hastings College of the Law, with highest honors. While in law school, she was the Senior Production Editor for the Hastings Law Journal and the Academic Vice President for the Korean American Law Students Association.She holds a B.A. in Psychology from Northwestern University.

Caroline Sir

Associate

Jaclyn is a tax partner in the Washington, D.C. office of Morrison Foerster.Jaclyn represents clients on the U.S. federal income taxation of private equity, venture capital and hedge funds, including credit, energy, real estate, and co-investment funds. She advises fund sponsors in private fund formation and operation, including preparation and negotiation of fund disclosure and organizational documents. In addition, she advises private fund investors, including sovereign governments, insurance companies and fund of fund platforms, on side letter agreements. Jaclyn earned her law degree from the George Washington University Law School. She also earned her M.B.A. from the George Washington University, School of Business and her Executive LL.M. in Taxation from Georgetown University Law Center. Prior to private practice, Jaclyn worked for the IRS Office of Chief Counsel’s office of Passthroughs and Special Industries, where she specialized in partnership and S corporation taxation.

Jaclyn Goldberg

Aaron Russ is an associate in the Washington, D.C., office and a member of the firm’s Investment Management Group and Securities and Derivatives Regulatory Solutions team. He draws from his experience at the U.S. Securities and Exchange Commission (SEC) to advise clients on their regulatory, compliance, operational, and governance needs.He regularly advises private fund managers, wealth managers, innovative investment advisory fintech firms, and other registered investment advisers and exempt reporting advisers on the various regulatory and compliance issues that arise in connection with the operation of an advisory business, including compliance with the federal securities laws (Investment Advisers Act of 1940, the Investment Company Act of 1940, the Securities Act of 1933, and the Securities Exchange Act of 1934);<ul><li>drafting and negotiating advisory agreements and service provider agreements;</li><li>SEC registration issues, including structuring to rely on registration exemptions or comply with SEC guidance (e.g., avoiding integration issues and structuring participating affiliate arrangements);</li><li>preparing and updating regulatory filings (e.g., Form ADV, Form PF, and Form CRS);</li><li>drafting and updating compliance programs to address changes to regulations and the adviser’s business (e.g., offering new products and services, use of artificial intelligence) to promote compliance with federal securities laws;</li><li>counseling investment advisers in SEC examinations and other interactions with regulators;</li><li>advising on all aspects of investment adviser marketing and the offering of private funds (e.g., advising on marketing materials, responses to RFPs, compliance with the Securities Act offering exemptions, broker-dealer issues, and performance track record reporting);</li><li>counseling investment advisory firms on the regulatory aspects of M&A activity and related transactional issues; and</li><li>assisting private fund managers comply with various regulatory and compliance issues that arise in connection with the formation, offering, and operation of private funds (e.g., advising on offering materials, placement agent agreements, subscription agreements, and investment company status issues).</li></ul>Aaron previously served as senior counsel for the Division of Investment Management for the SEC. In his role as senior counsel, he drafted rule text and guidance for Commission rulemakings under the Investment Advisers Act, including the Marketing Rule. While at the SEC, he also worked in the Office of Compliance, Inspections, and Examinations (now known as the Division of Examinations), where he counseled SEC examiners on investment adviser and investment company examinations involving both private and registered funds, as well as broker-dealer examinations.Highly regarded for his deep knowledge of the Advisers Act Marketing Rule, Aaron frequently shares his insights through writing and speaking engagements with publications such as Practicing Law Institute (PLI), The Review of Securities & Commodities Regulation, and Strafford.Aaron earned his J.D., summa cum laude, from the University of Illinois College of Law. He also holds a dual B.A. in Economics and Political Science from the University of Michigan.

Aaron Russ

Kelley Howes is co-chair of the Investment Management Group and managing partner of the firm’s Denver office, and co-head of the Securities + Derivatives Regulatory Solutions team.Kelley has over 30 years’ experience advising U.S. registered investment companies (including mutual funds, exchange traded funds, and interval funds), business development companies, registered investment advisers, and exempt reporting advisers on a wide range of legal, regulatory, and compliance matters. She also counsels clients regarding investment company status matters under the Investment Company Act.Recognized as a go-to counsel for independent fund trustees, Kelley frequently advises registered funds and their trustees on corporate governance, compliance, and regulatory matters, mergers and reorganizations, and regulatory examination and enforcement matters.Kelley is consistently recognized as a top advisor in Chambers USA and Chambers Global, receiving multiple distinctions for Registered Funds. She has also been recognized in the Finance: Fintech category of The Legal 500 US awards.Prior to joining Morrison Foerster, she served as executive vice president and general counsel of Janus Capital Group Inc., a NYSE-listed global asset management holding company. She also previously served as senior vice president and general counsel of Janus Capital Management LLC, a U.S. registered investment advisory subsidiary of Janus Capital Group, and as president of the Janus funds and president of Janus Distributors LLC.Kelley previously served as a director of Young Americans Bank/Young Americans Center for Financial Education, ICI Mutual Insurance Company, and the Denver Metro Chamber of Commerce.