Silicon Valley Corporate Law Update:

Transcription

1 Satisfy Your CLE Requirements Silicon Valley Corporate Law Update: Start-Ups, Financings, IPOs, M&A, January 12, 2012 New Program! Live in Silicon Valley Understand the new startup company and founders stock structures, and the new world of startup financing Learn the latest on deal trends and documentation hear from the experts on counseling in tough transactions Take home the latest on secondary sales, private tender offers and private company trading markets Master the IPO new standards; dual-class common stock; dual-track processes; and compensation disclosure Explore the technology M&A critical issues: case law developments; takeover defenses; private equity involvement; and special venture-backed company sales considerations Register Online at or Call (800) 260-4PLI

2 Silicon Valley Corporate Law Update: Start-Ups, Financings, IPOs, M&A, January 12, 2012 Why You Should Attend Unlike the tech bubble burst recession of 2001, the technology sector is now widely viewed as an island of strength that may help lead economies out of the current challenging global environment, and many commentators view Silicon Valley regularly as one of the most active deal markets in the United States, if not the most active today. The wide range in fast-growing companies from startups to major public companies has long attracted top legal, investor and investment banking talent, and produced a wide variety of transactions ranging from seed and venture capital financings to some of the largest IPOs and M&A transactions in the world. We have assembled an all-star faculty of Valley insiders to share their valuable insights into this leading market and how deals are done in the constantly changing technology world. What You Will Learn The experts explore new startup company and founders stock structures, and the new world of startup financing Venture capital is hot again learn the latest on deal trends and documentation, and hear from the experts on counseling in tough transactions What you need to know about secondary sales, private tender offers and private company trading markets Get the latest on IPOs new standards; dual-class common stock; dual-track processes; and compensation disclosure Technology M&A critical issues: case law developments; takeover defenses; private equity involvement; and special venture-backed company sales considerations Who Should Attend The program is designed for in-house and outside attorneys who seek a practical overview of corporate finance, securities law and M&A business and legal issues with a particular focus on Silicon Valley. Reserve your place today, call (800) 260-4PLI.

3 PROGRAM SCHEDULE Please plan to arrive with enough time to register before the conference begins. A networking breakfast will be available upon your arrival. Morning Session: 9:00 a.m. - 12:30 p.m. 9:00 Program Overview Curtis L. Mo 9:15 The Evolving Startup World New company and founders stock structures Super-Angels, Startup Incubators, Angel List and the new world of startup financing Angel and seed financing Yoichiro Taku, Ted G. Wang 10:15 Networking Break 10:30 Venture Capital Back on the Rise Key sectors and differences in documentation Breaking down the NVCA model forms vs. other customary forms Down rounds, washout financings and conflicts of interest Scott C. Dettmer, Barbara Kosacz, Mitchell Zuklie 11:30 Secondary Sales and Private Company Trading Markets Secondary stock sale methods Private company stock sales and 1934 Act registration following Facebook/Goldman Sachs New compliance and valuation strategies Curtis L. Mo, Annemarie Tierney, Patricia Wyrod Afternoon Session: 1:45 p.m. 5:00 p.m. 1:45 Return of the IPO Market New standards for going public, and dual-tracking Dual-class common stock and corporate governance Compensation disclosure and the effect of say-on-pay Peter M. Astiz, Alan F. Denenberg, Sally Rau 3:15 Networking Break 3:30 Technology M&A Developments Applying In re Trados, Meso Scale Diagnostics and other case law developments to deal structuring Selling stockholder strategies for escrow and indemnity claims Takeover defenses and relevance to the technology sector Private equity in technology M&A Special considerations for venture-backed company sales Richard Capelouto, Diane Holt Frankle, Jane Ross, Steven Tonsfeldt 5:00 Adjourn 12:30 Lunch Break Cost is not a concern for Individual Privileged Members. Individual Privileged Members have the complete freedom to attend as many of PLI s 300+ annual programs and Live Webcasts as they please, for one flat annual fee. For just $3,495 you can get the training you need, however you want it. Contact membership@pli.edu for more information. Pro Bono Efforts Since 1933, PLI has been the comprehensive resource for the training and development needs of legal professionals. PLI is heavily involved in pro bono and research and development activities to ensure that all practicing attorneys and law students remain on the cutting-edge. These activities include awarding full and partial scholarships to our Institutes and Programs, assisting public interest organizations in their training needs, and helping law students become first-rate attorneys by posting free lectures on our web site and offering free MPRE courses. For more information, go online to pro-bono.pli.edu. PLI Scholarships Please check the Registration Information section of this brochure for more information about PLI scholarships.

4 NEW! Your Source for an Online Database of PLI Publications. 24/7 firm-wide access for one flat fee Extensive searchable collection of more than 100 automatically supplemented Treatises and 250 Course Handbooks Chapter segments available for download in PDF and HTML formats Guided search navigation Advanced search options For more information on PLI Discover contact PLI Library Relations at (877) or REGISTRATION/HOTEL INFORMATION FOUR EASY WAYS TO REGISTER WEB: PHONE: (800) 260-4PLI Monday - Friday, 9 a.m. - 6 p.m., Eastern Time Seminar Location: Sheraton Hotel, 625 El Camino Real,, California (650) Payment Policy: Registration fees are due in advance. Attendees may pay by check, Visa, MasterCard, American Express or Diners Club. Cancellations: All cancellations received 3 business days prior to the program will be refunded 100%. If you do not cancel within the allotted time period, payment is due in full. You may substitute another individual to attend the program. PLI s Scholarship/Financial Hardship Policy: Full and partial scholarships to attend PLI programs are available to pro bono attorneys, judges, judicial law clerks, law professors, attorneys 65 or older, law students, librarians and paralegals who work for nonprofit organizations, legal services organizations or government agencies, unemployed attorneys and others with financial hardships. To apply, send your request on your employer s letterhead, stating the reason for your interest, along with the completed registration form on this brochure, to the PLI Scholarship Committee. All applications must be accompanied by a $25 application fee (this fee is waived for judicial law clerks), and must be submitted four weeks before the date of the program you wish to attend. (Applicants may pay by check or credit card.) If the request for a scholarship is denied, the $25 application fee will be returned. Students must also submit a copy of their student ID card. Education Course Credit: States have widely varying regulations regarding Continuing Education credit, therefore, please contact PLI for more information concerning approval. FAX: (800) Open 24 Hours! MAIL: Practising Law Institute 810 Seventh Avenue, New York, NY Fax or mail completed Registration/Order Form on back cover New York State CLE Credit: In accordance with the requirements of the New York State Continuing Legal Education Board, this non-transitional continuing legal education program is NOT approved for the newly admitted attorney within the first two years of admission to the Bar. It has been approved for experienced attorneys for a maximum of 7.0 credit hours, of which 7.0 credit hours can be applied toward the professional practice requirement. California MCLE Credit: PLI is a State Bar of California approved MCLE provider. This activity has been approved for MCLE credit in the amount of 6.0 credit hours. PLI will retain the required MCLE records for this program. California Paralegals: You can satisfy your new continuing legal education requirements by attending PLI s nationally acclaimed Institutes and Programs! Illinois CLE Credit: PLI is an accredited provider in Illinois. Special Needs: If you have special needs as addressed by the Americans with Disabilities Act, please notify Customer Relations at least two weeks prior to your program. info@pli.edu Visit Us On The Web: PLI s Guarantee It s simple. If you re not completely satisfied with the return on your investment from any PLI program, your money will be refunded in full.

5 FACULTY Chair: Curtis L. Mo DLA Piper LLP (US) East, California Peter M. Astiz DLA Piper LLP (US) East, California Richard Capelouto Simpson Thacher & Bartlett LLP Alan F. Denenberg Davis Polk & Wardwell LLP Menlo Park, California Scott C. Dettmer Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP Redwood City, California Diane Holt Frankle Kaye Scholer LLP Barbara Kosacz Cooley LLP Sally Rau Chief Administrative Officer and General Counsel Velti USA, Inc. San Francisco Jane Ross Dewey & LeBoeuf LLP East, California Yoichiro Taku Wilson Sonsini Goodrich & Rosati Annemarie Tierney General Counsel SecondMarket, Inc. New York City Steven Tonsfeldt O Melveny & Myers LLP Menlo Park, California Ted G. Wang Fenwick & West LLP Mountain View, California Patricia Wyrod Associate General Counsel Silver Springs Networks Redwood City, California Mitchell Zuklie Orrick, Herrington & Sutcliffe LLP Menlo Park, California Program Attorney: John M. Mola

6 Practising Law Institute Silicon Valley Corporate Law Update: Start-Ups, Financings, IPOs, M&A, January 12, 2012 REGISTRATION /ORDER FORM When Registering, Please Refer to Priority Code: BDU2 Make necessary corrections on mailing address. YES, please register me for the following session: Silicon Valley Corporate Law Update Seminar, January 12, 2012, Sheraton Hotel, $1, Privileged Member Fee: $0 My address is: Please send me updates on PLI programs and services. FREE Shipping and Handling on all Audio CD/DVD and Treatise purchases. PLI will pay shipping and handling charges on all prepaid Course Handbook orders in the United States, U.S. Possessions and Canada. California, Florida, Illinois, Maryland, Massachusetts, New Jersey, New York, Ohio, Pennsylvania, Rhode Island, Texas, Virginia and Washington, D.C. residents please add applicable sales tax to price of Publications and Audio CD and DVD products. Please check if you are a PLI Privileged Member. Please send me information on PLI Membership. Please send me PLI s catalog of Publications. Please send me PLI s catalog of Institutes and Programs. The information below is required to properly process your CLE certificate: State: Bar ID# State: Bar ID# State: Bar ID# $ check enclosed (Payable to Practising Law Institute) Bill me PLI Privileged Member Please Charge to: Visa MasterCard American Express Diners Club Credit Card No.: Exp. Date: Signature Required: Phone No.: PRIORITY CODE: BDU2 8A500 Practising Law Institute 810 Seventh Avenue New York, NY NON-PROFIT ORGANIZATION U.S. POSTAGE PAID PRACTISING LAW INSTITUTE Name Title Firm Address (Use Street Address for UPS Delivery) City/State/Zip Phone Fax