As public markets retreat from historic highs, down round financings unfortunately become more common. Although such financings can be unavoidable, they can also raise a number of questions relating to structuring concerns, impacts on existing investors and employees, and fiduciary duty considerations for the board and others. This webinar will provide a discussion of these issues, both for those who have been through down-round financings in the past and those who have not. In particular, we will address the following topics:

• Fundraising in the Current Environment: What We Are Seeing
• Structuring a Down Round
• Fiduciary Duty Considerations, Litigation Risks, and Process Considerations
• Historical Perspectives from Prior Down Round Environments

OUR SPECIAL GUESTS

Amy L. Simmerman

A Wilson Sonsini Practice Leader

A leader of Wilson Sonsini’s Delaware office and governance practice

Comprehensive Experience in Delaware Law

Amy’s practice focuses on providing advice on all aspects of Delaware corporate law and related corporate governance issues, including fiduciary duties, mergers and acquisitions, stockholder activism, corporate formation, stock issuances, preferred stock investments, and various statutory matters

Amy Simmerman is a partner in the Wilmington, Delaware, office of Wilson Sonsini Goodrich & Rosati. Amy is a leader of the firm’s Delaware office and governance practice. Her practice focuses on providing advice on all aspects of Delaware corporate law and related corporate governance issues, including fiduciary duties, mergers and acquisitions, stockholder activism, corporate formation, stock issuances, preferred stock investments, and various statutory matters. Amy regularly represents special committees of boards of directors in mergers and acquisitions, internal investigations, and other matters, and she provides corporate advice in the context of governance litigation.

Amy frequently speaks and publishes on Delaware law and governance issues and has guest lectured at Harvard Law School, the University of Pennsylvania Law School, and UC Hastings College of the Law. Within Delaware, she has served on a committee of the Council of the Corporation Law Section of the Delaware State Bar Association to vet potential amendments to the Delaware General Corporation Law. Amy is also a member of the Board of Advisors of the Institute for Law and Economics at the University of Pennsylvania Law School.

Becki DeGraw

Representing a Broad Range of Investors

Becki represents investors ranging from VC funds and private equity investors to corporate venture and family offices.

Representing Companies Through All Development Stages

Becki represents emerging companies at all stages of development, advises entrepreneurs on day-to-day legal matters, and represents buyers, sellers, and investors in transactions and liquidity events

Becki DeGraw practices corporate and securities law in the San Francisco/SOMA office of Wilson Sonsini Goodrich & Rosati, where she serves as outside general counsel and advises technology and growth companies at all stages of development. She works closely with entrepreneurs to guide them through initial company formation issues, day-to-day corporate governance matters, financing transactions, and liquidity events. She also represents buyers, sellers, and investors in M&A transactions.

Becki has extensive experience and spends much of her time counseling investors of all sizes, ranging from family offices and traditional venture funds to private equity and corporate strategic investment arms. As a result, she has full coverage of the marketplace, from seed stage through growth equity. In addition, Becki has spearheaded Wilson Sonsini’s specialized investor-focused team in this practice area.

Steven E. Bochner

Silicon Valley Veteran

Steve has worked on many of the most successful IPOs in Silicon Valley, including for companies such as Dropbox, Elastic, ForeScout, Square, and Twitter.

Capital Markets Leadership

Steve is a member of the board of directors of the Nasdaq Entrepreneurial Center in San Francisco.

A Recognized Practitioner

Steve is recognized as a leader in corporate and securities law in Chambers USA and California’s Daily Journal.

In his more than 38 years of experience practicing corporate and securities law, Steve Bochner has served as lead counsel for many of Silicon Valley’s most prominent companies, assisting them in venture capital, public offering, and merger transactions valued in the billions of dollars. He has represented numerous start-up companies, as well as major venture capital and investment banking firms. Steve has worked on many of the most successful IPOs in Silicon Valley, including for companies such as Dropbox, Elastic, Forescout, Medallia, Square, and Twitter, and has worked with other industry leading companies, including Autodesk, FireEye, NetApp, and Tri Alpha Energy.

From 2009 to 2012, Steve served as the chief executive officer of Wilson Sonsini Goodrich & Rosati. During his tenure as CEO, the firm achieved record financial results and completed a number of significant strategic initiatives, including opening offices and expanding operations in Beijing, Hong Kong, Brussels, and Delaware. Steve is currently a member of the firm’s board of directors and has served in various other management positions at Wilson Sonsini, including as chair of its Compensation Committee.

From 2012 to 2018, Steve served two terms as a member of the Federal Reserve Bank of San Francisco’s board of directors.

From 2002 to 2009, Steve was a lecturer on corporate and securities law at the UC Berkeley School of Law, where he designed and taught the “Venture Capital and IPO Law” course. He also has been a guest lecturer at Harvard Law School, Stanford Law School, the Stanford Graduate School of Business, and UC Berkeley’s Haas School of Business. Steve has published many articles in the areas of securities law, disclosure, and governance. He is also the chairman of the advisory board of the Berkeley Center for Business Law.

Steve served as one of two attorneys on the IPO Task Force, which presented a report to the U.S. Department of the Treasury on improving access to the capital markets for emerging growth companies. He was extensively involved in designing the IPO-related provisions of the JOBS Act of 2012, which drew upon the IPO Task Force’s recommendations and was adopted by Congress with broad bipartisan support.

From 2015 to 2017, Steve served as the chair of the executive committee of the Northwestern Securities Regulation Institute in San Diego, where he is a frequent speaker. He currently serves as a member of the Institute’s executive committee. In addition, he regularly speaks on a variety of securities law topics for the Practising Law Institute (PLI) and was co-chair of PLI’s Annual Institute on Securities Regulation in New York City from 2007 to 2011.

From 1996 to 2011, Steve served on the Nasdaq Listing and Hearing Review Council, including as chair and co-chair. The council is responsible for making recommendations to the Nasdaq board on policy and rule changes related to issuer listing standards. In particular, Steve was extensively engaged in the development of Nasdaq’s rules with respect to corporate governance reform and other listing standards. Steve is a member of the board of directors of the Nasdaq Entrepreneurial Center in San Francisco.

In 2005, Steve was appointed as a member of the Securities and Exchange Commission’s advisory committee on smaller public companies. This select committee was charged with evaluating the current securities regulatory system relating to governance, disclosure, financial reporting, internal controls, and capital formation for smaller public companies, including the impact of the Sarbanes-Oxley Act. The SEC advisory committee’s final report was delivered to the SEC on April 23, 2006. Steve served as chairman of the governance and disclosure subcommittee of the SEC advisory committee. Many of the advisory committee’s recommendations have since been adopted as proposed and final rule changes by the SEC.

Steve has been ranked and recognized as a leader in corporate and securities law in various publications, including Chambers USA, California’s Daily Journal, and Super Lawyers. In 2018, he was selected as one of 31 top attorneys in the “Lawdragon 500: The Legends” list in acknowledgement of his inclusion in the “Lawdragon 500” list in 10 editions. In particular, the publication notes that Steve has advised “many of the world’s most famous and transformative companies in IPOs and other transactions.”