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MoFo Represents Base10 on Successful Closing of Latest Funds for $850 Million

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Morrison Foerster advised Base10 Partners Management LLC, a San Francisco-based venture capital firm, on the successful closing...

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Morrison Foerster advised Base10 Partners Management LLC, a San Francisco-based venture capital firm, on the successful closing of Base10 Series B Fund II, LP and Base10 Seed & Series A Fund IV, LP, with aggregate commitments of $850 Million, bringing its AUM to $2.6 Billion. Both funds received strong support from Base10’s prestigious institutional investor base, including pension funds, university endowments, fund of funds, assets managers and family offices. Base10 invests in founders who believe purpose is key to profits and in companies that are automating sectors of the Real Economy. Base10 believes you win when your community wants you to win, and that a thoughtful and authentic impact strategy is good for business. Through its program the Advancement Initiative, Base10 donates 50% of profits to underfunded colleges and universities to support financial aid and other key initiatives. MoFo previously represented Base10 on its prior funds, Base10 Partners I, L.P., Base10 Partners II, L.P., Base10 Partners III, L.P., Base10 Advancement Initiative I, L.P. and Base10 Series B I, L.P. The MoFo team advising Base10 was led by private funds partners Paul 'Chip' L. Lion III and Hila Cohen, with partner Stephanie Thomas and associate Caroline Sir.

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Chip advises institutional investors and fund sponsors in connection with the formation of venture capital funds, leveraged buyout funds, real estate opportunity and other private equity funds. He also represents both public and private companies in a broad range of industries, including the biotechnology, finance, medical device and information technology sectors. He structures, negotiates and advises clients on acquisition transactions and related matters, including stock acquisitions, asset acquisitions, mergers, divestitures, auction transactions, tender offers, defensive strategies, leveraged buyouts and cross-border transactions.In addition to representing businesses and business leaders, Chip has served in numerous leadership positions of the Business Law Section of the American Bar Association, representing its 50,000 members on cutting-edge business issues. He served as Chair of the Section in 2014-2015 and held other officer positions, including Vice-Chair, when he served as editor-in-chief of Volume 68 of The Business Lawyer, the highly regarded journal of the Section, and Secretary of the Section (2011-2012), where he served as co-editor-in-chief of the Section's online monthly magazine. He is the Past Chair of the Venture Capital & Private Equity Committee of the Section. In 2020, he was awarded the prestigious Life Time Achievement Award by the Business Law Section of the California Lawyers Association.<h5>Chip’s clients include:</h5>Venture and Private Equity Funds:<ul><li>Longitude Capital (life sciences venture capital firm)</li><li>Base10</li><li>Anthem Ventures (technology venture capital firm)</li><li>MAP Royalty, Inc. (fund focused on royalty interests associated with gas fields and renewable energy products) </li><li>The Capital Partnership Group (private investment office and asset manager)</li><li>NorthgateCapital</li><li>GSSG Solar (solar developer)</li><li>Others, including Inspiration Ventures, NEA, Frazier, 5 AM, Fifth Wall Ventures</li></ul>Company Side Representation (including Corporate Venture Capital, IPOs and M&A transactions):<ul><li>MarketShare Partners LLC (marketing analytics), sold to Neustar, Inc.</li><li>Mediconnect Global, Inc. (medical record retrieval), sold to Verisk Analytics (NASDAQ VRSK) </li><li>Microfabrica, Inc. (micromachining, additive manufacturer), sold to Technoprobe</li></ul>Chip is nationally recognized for his work with Limited Liability Companies (LLCs). He writes and edits articles, outlines, and books on LLCs and partnerships and participates on panels focused on LLCs, including for the American Law Institute — American Bar Association LLC satellite telecast on LLCs for over 20 years. As former Chair of the Partnerships Committee of the Business Law Section of the California State Bar, he formed and participated in the Committee that drafted California's original LLC Act that became law on September 30, 1994. He has served as an advisor to the Uniform Limited Liability Company Act, the Revised Uniform Limited Company Act, and the Revised Uniform Partnership Act Drafting Committees of the National Conference of Commissioners on Uniform State Laws. From 1984-1990, he was an adjunct lecturer at law for the Santa Clara University School of Law.

Paul 'Chip' Lion

Partner

Hila Cohen is a partner in Morrison Foerster’s New York office. Her practice focuses on advising fund sponsors on their organization and raising of private funds, across various investment styles and objectives, with a particular focus on venture capital funds. Hila specializes in collaborating with emerging managers on all aspects relating to the launch of their investment advisory firms and flagship funds, providing practical guidance that leverages her strong technical expertise, market knowledge, and experience navigating investor relationships during negotiations of investment terms and subsequent communications.As part of her practice, Hila also advises clients on regulatory compliance and operational matters. She has considerable experience with managing conflicts of interests, disclosure matters, and other compliance issues, and providing guidance on management arrangements, profit-sharing programs, and succession planning.Hila also regularly represents institutional investors in connection with their investments in private funds across a variety of structures and arrangements, including anchor investor arrangements and co-investments.

Hila Cohen

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

Caroline Sir is an associate in Morrison Foerster’s Private Funds Group, where she advises fund managers and allocators across the private equity and venture capital spectrum.Caroline counsels fund managers on all stages of the fund lifecycle—from structuring and drafting core formation documents to negotiating limited partnership agreements and side letters, while ensuring all forms are consistent with the latest legal updates and market trends. She also advises on investor transfer agreements and other operational matters to ensure accuracy in ownership records and compliance with fund terms. With a client base spanning fintech, agribusiness, biotech, and other high-growth sectors, Caroline brings a market-savvy approach to advising on fund formation and structuring.Caroline also has experience working with both registered investment advisers and smaller, exempt reporting advisers, helping asset managers navigate regulatory obligations and disclosure requirements. She regularly coordinates with cross-disciplinary teams, including tax, employment, and regulatory counsel, to synthesize feedback and deliver clear, actionable guidance to clients.

Caroline Sir

Associate

Private Funds