CEB book: Financing and Protecting California Businesses. About the Authors

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1 CEB book: Financing and Protecting California Businesses About the Authors STEVEN T. ANAPOELL received his LL.M (Taxation) from Georgetown University Law Center, his J.D. from the University of California, Hastings College of the Law, and his B.S. in Business Administration from the University of California, Berkeley. He is a shareholder in the Irvine office of Greenberg Traurig, P.C., where he focuses his practice on forming private equity, distressed debt, real estate, venture capital and special strategy funds, mergers and acquisitions, private securities offerings, debt and equity investments and financings, and structuring and negotiating complex corporate transactions. In February 2009, Mr. Anapoell was selected by Los Angeles magazine as one of Southern California s Super Lawyers in the areas of Securities & Corporate Finance, Business/Corporate and Tax. He also holds a rating of preeminent in his field by Martindale-Hubbell. Mr. Anapoell is the former chair of the Limited Partnerships and Limited Liability Companies Committee, State Bar of California Business Law Section and is currently a member of CEB s Business and Intellectual Property Law Advisory Committee. He is the author of Chapter 6A (Preparing a Private Placement Memorandum Under Regulation D). Mr. Anapoell gratefully acknowledges the review and comment provided by Christopher Chen, a corporate securities associate with Greenberg Traurig, P.C. LAWRENCE S. BRANTON received his J.D. from the University of California, Hastings College of Law in 1970 and his B.S. from Indiana University in He is president of Branton & Wilson, APC, in San Diego, and specializes in taxation. Mr. Branton is a Certified Specialist in Taxation Law through the State Bar of California Board of Legal Specialization. He was named one of the Best Attorneys in San Diego in The Best Lawyers in America. Mr. Branton has published numerous articles on tax law. He is a former instructor at the University of San Diego School of Law and a former chair of the Taxation Section of the San Diego County Bar Association. Mr. Branton is the author of Chapter 16 (Tax Compliance). NEAL H. BROCKMEYER received his J.D. degree from the University of California, Berkeley, School of Law in 1963 and his A.B. degree from Stanford University in He is of counsel to Locke Lord Bissell & Liddell LLP, Los Angeles, and practices in the areas of corporate and securities law. He has served as chair of the Corporations Committee, State Bar Business Law Section, and as chair of the Business and Corporations Law Section Executive Committee, Los Angeles County Bar Association, and as a member of the Committee on Federal Regulation of Securities of the American Bar Association s Business Law Section. Mr. Brockmeyer is the author of Chapters 1 (Seeking Capital: Sources and Strategy), 4 (Structuring a Financing Transaction), 5 (Forms of Securities), 17 (The

2 Decision to Make a Public Offering), 18 (Preparing for a Public Offering), 19 (Accessing the Public Markets), and 20 (Registering a Public Offering). MARY CRAIG CALKINS received her J.D. degree from Loyola University School of Law, Los Angeles, cum laude, in 1981, and her B.A. from the University of California, Los Angeles, in She is a partner in the Insurance Recovery Group at the Los Angeles office of Howrey LLP, where she advises and represents corporations, partnerships, directors, officers and individuals seeking coverage under various forms of insurance policies. In February 2005, Ms. Calkins was selected by Los Angeles magazine as one of Southern California s Super Lawyers in the area of insurance coverage. She is currently appointed to the Task Force on Attorney Relations for the Insurance Coverage Litigation Committee of the Section of Litigation, American Bar Association, and has been honored as Outstanding Committee Chair for and Ms. Calkins is the author of Chapter 11 (Business Insurance). LYNNE A. CARMICHAEL received her J.D. in 1978 from the University of California, Berkeley, School of Law, and her B.A. in 1965 from Occidental College, Los Angeles. Ms. Carmichael is a partner with the firm of Hinman & Carmichael LLP, San Francisco, which specializes in the law relating to alcoholic beverage production and sales. She is a member of the International Wine Lawyers Association, Women for Wine Sense, and the San Francisco Professional Food Society. Ms. Carmichael is the author of Chapter 14 (Licenses, Permits, and Registrations). LINDA M. DeMELIS received her J.D. in 1994 from the University of California, Hastings College of the Law, where she was a member of Order of the Coif, and her B.A. in 1975 from Radcliffe College (Harvard University). She is Associate Editor of TheCorporateCounsel.net, an educational service that provides practical guidance on legal issues involving corporate and securities regulation and corporate governance practices, as well as many other areas impacting today s corporate practitioner. In 2003, she participated in the Model Documents project for preferred stock financings sponsored by the National Venture Capital Association. Ms. DeMelis is the author of Chapter 7 (Investor Agreements). SUSAN R. GOLDFARB received her J.D. from Georgia State University College of Law in 2000, cum laude; her M.A. in Law and Diplomacy from the Fletcher School of Law and Diplomacy at Tufts University in 1996; and her B.A. from the University of California, Berkeley, cum laude, in She is a corporate associate with Proskauer Rose LLP in Los Angeles, and practices in the areas of corporate finance, corporate, and securities law. She is a member of the Financial Lawyers Conference in Los Angeles and the American Bar Association s Business Law Section. Ms. Goldfarb is the author of Chapter 8 (Loan Financing). CHRISTOPHER J. HUSA received his J.D. degree from Cornell Law School in 1983 and his B.A. degree from the University of Southern California in He is of counsel with Locke Lord Bissell & Liddell LLP in Los Angeles and practices in the areas of corporate and securities law. Mr. Husa has served as a member of the State Bar of California, Business Law Section s Education Committee and as a member of the Executive Committee of the Business and Corporations Law Section of the Los Angeles County Bar Association,

3 and is a former managing editor of the State Bar of California Business Law Section s Business Law News. Mr. Husa is the author of Chapter 6 (Private Placements). DAVID L. KELIGIAN received his J.D. and M.B.A. degrees in 1980 from the University of Southern California and his B.S. degree in accounting in 1977 from the University of Southern California. He practices tax law with The Busch Firm in Irvine, where his practice focuses on tax and business planning for entrepreneurs. He is also a CPA. His articles have appeared in numerous publications, including the Journal of Taxation and The Practical Tax Lawyer, and he has served as a CEB panelist, consultant, and author on business and tax topics. Mr. Keligian is a frequent speaker for programs on corporate and partnership tax law sponsored by the Tax Sections of the State Bar of California and the Los Angeles County Bar Association. Mr. Keligian is the author of Chapters 3 (Agreements Among Founders) and 15 (Tax and Accounting Elections). CLARA RUYAN MARTIN received her J.D. degree from the University of Michigan Law School in 1989 and her B.A. degree from the University of California, Berkeley in She is a founding partner of the Los Angeles law firm, Cadence Law Group LLP. She specializes in structuring, drafting, negotiation and implementation of corporate and technology transactions. Her corporate work includes mergers and acquisitions, joint ventures, corporate finance, and venture representation. Her technology practice is broad, ranging from software licensing and development to strategic alliances and e-commerce. Ms. Martin currently serves on the Cyberlaw Committee of the Business Law Section of the State Bar of California and is a frequent lecturer on topics such as software licensing agreements, Internet-related agreements, complex joint ventures, venture finance, and mergers and acquisitions. Ms. Martin is co-author of Chapter 13 (Cybersecurity). DAVID B. OSHINSKY received his J.D. degree from Columbia Law School in 1996, where he was a member of the Columbia Law Review, and his B.A. degree from Yale University in He is a founding partner of the Los Angeles law firm, Cadence Law Group LLP. Mr. Oshinsky works with many start-up and early stage companies, for which he provides counsel regarding their early operational, financing, and intellectual property requirements. He regularly assists clients with venture capital financing, technology transactions, and mergers, acquisitions, and related corporate transactions. In particular, his practice involves the structuring, drafting, and negotiating of technology licenses, website policies and agreements, software development agreements, and strategic alliances. Mr. Oshinsky has written and lectured on a broad range of technology topics, including website development agreements, strategic alliances, intellectual property issues in mergers and acquisitions, and Internet law in California. Mr. Oshinsky is co-author of Chapter 13 (Cybersecurity). JACOB C. REINBOLT received his J.D. from the University of Michigan Law School in 1984, and his B.S. in Business (Finance and Economics), magna cum laude, from Miami University (Ohio) in He is a partner with the San Diego-based firm of Procopio, Cory, Hargreaves & Savitch LLP, and the leader of the firm s intellectual property team. Mr. Reinbolt was selected as one of the top four intellectual property law attorneys in San Diego by San Diego Magazine and is special legal counsel to the City of San Diego for intellectual property, Internet, and e-government matters. His practice is focused on computer law,

4 intellectual property, Internet law, licensing, mergers and acquisitions, and corporate law. Mr. Reinbolt is the author of Chapters 2 (The Business Plan) and 12 (Intellectual Property Protection). PAUL S. TURNER received his J.D. from Harvard Law School and his B.A. from the University of California, Los Angeles. He consults on letter of credit and banking and commercial legal matters in Los Angeles. He is a retired Assistant General Counsel of Occidental Petroleum Corporation. Mr. Turner s books include Standby and Commercial Letters of Credit (Aspen Law and Business) (co-author) and the Law of Payment Systems and EFT (Aspen Law and Business). He writes frequently on banking and commercial legal issues and is a regular contributor to Documentary Credits Insight (ICC Paris). Mr. Turner is the author of Chapter 9 (Letters of Credit). RUSSELL J. WOOD received his J.D. from Case Western Reserve School of Law in 1994 and a bachelors of philosophy from Miami University (Ohio) in He is a partner in the Corporate Group at the San Francisco office of Winston & Strawn LLP, representing public and private corporations and investors in corporate, securities, and venture capital transactions. Mr. Wood served as an appointed co-chair of the Corporations Committee of the State Bar of California and has been a member of that committee since He previously served on the American Bar Association s Subcommittee on Securities Law Opinions and served as liaison to the American Bar Association s Presidential Task Force on Attorney-Client Privilege. Mr. Wood is the author of Chapter 5A (Issuing Common Shares to Founders and Investors). He wishes to acknowledge the efforts of Catherine Pollina and Josephine Chan of Winston & Strawn LLP, who also contributed to Chapter 5A. About the 2015 Update Authors STEVEN T. ANAPOELL received his L.L.M. (Taxation) from Georgetown University Law Center, his J.D. from the University of California, Hastings College of the Law, and his B.S. in Business Administration from the University of California, Berkeley. He is a shareholder in the Irvine office of Greenberg Traurig, P.C., where he focuses his practice on forming private equity, distressed debt, real estate, venture capital and special strategy funds, mergers and acquisitions, private securities offerings, debt and equity investments and financings, and structuring and negotiating complex corporate transactions. Mr. Anapoell has been selected by Los Angeles magazine as one of Southern California s Super Lawyers in the areas of Securities & Corporate Finance, Business/Corporate and Tax for the years 2009, 2010, and He also holds a rating of preeminent in his field by Martindale-Hubbell. Mr. Anapoell is the former chair of the Limited Partnerships and Limited Liability Companies Committee, State Bar of California Business Law Section. He is the author and 2015 update author of Chapter 6A (Drafting a Private Placement Memorandum Under Regulation D) and the 2015 update author of Chapter 5A (Issuing Common Shares to Founders and Investors).

5 LAWRENCE S. BRANTON received his J.D. from the University of California, Hastings College of the Law in 1970 and his B.S. from Indiana University in He is of counsel with Seltzer Caplan McMahon Vitek, a law corporation in San Diego, and specializes in taxation. Mr. Branton is a Certified Specialist in Taxation Law through the State Bar of California Board of Legal Specialization. He was named one of the Best Attorneys in San Diego in The Best Lawyers in America. Mr. Branton has published numerous articles on tax law. He is a former instructor at the University of San Diego School of Law and a former chair of the Taxation Section of the San Diego County Bar Association. Mr. Branton is the author and 2015 update co-author of Chapter 16 (Tax Compliance). NEAL H. BROCKMEYER received his J.D. from the University of California, Berkeley, School of Law in 1963 and his A.B. from Stanford University in He is of counsel to Locke Lord LLP, Los Angeles, and practices in the areas of corporate and securities law. He has served as chair of the Corporations Committee, State Bar Business Law Section, and as chair of the Business and Corporations Law Section Executive Committee, Los Angeles County Bar Association, and as a member of the Committee on Federal Regulation of Securities of the American Bar Association s Business Law Section. Mr. Brockmeyer is the author and 2015 update author of Chapters 1 (Seeking Capital: Sources and Strategy), 4 (Structuring a Financing Transaction), and 5 (Forms of Securities). LYNNE A. CARMICHAEL received her J.D. in 1978 from the University of California, Berkeley, School of Law, and her B.A. in 1965 from Occidental College, Los Angeles. Ms. Carmichael is a partner with the firm of Hinman & Carmichael LLP, San Francisco, which specializes in the law relating to alcoholic beverage production and sales. She is a member of the International Wine Lawyers Association, Women for Wine Sense, and the San Francisco Professional Food Society. Ms. Carmichael is the author and 2015 update author of Chapter 14 (Licenses, Permits, and Registrations). SUSAN R. GOLDFARB received her J.D. from Georgia State University College of Law in 2000, cum laude; her M.A. in Law and Diplomacy from the Fletcher School of Law and Diplomacy at Tufts University in 1996; and her B.A. from the University of California, Berkeley, cum laude, in She is a corporate associate with Proskauer Rose LLP in Los Angeles, and practices in the areas of corporate finance, corporate, and securities law. She is a member of the Financial Lawyers Conference in Los Angeles and the American Bar Association s Business Law Section. Ms. Goldfarb is the author and 2015 update author of Chapter 8 (Loan Financing). CHRISTOPHER J. HUSA received his J.D. from Cornell Law School in 1983 and his B.A. from the University of Southern California in He is of counsel with Locke Lord LLP in Los Angeles and practices in the areas of corporate and securities law. Mr. Husa has served as a member of the State Bar of California, Business Law Section s Education Committee and as a member of the Executive Committee of the Business and Corporations Law Section of the Los Angeles County Bar Association, and is a former managing editor of the State Bar of California Business Law Section s Business Law News. Mr. Husa is the author and 2015 update author of Chapter 6 (Private Placements).

6 BRIAN M. KATUSIAN received his LL.M. (Taxation) and J.D. from the University of San Diego School of Law in 2007 and his B.S. in Management Science from the University of California, San Diego, in He is a California Certified Legal Specialist in Taxation Law and a tax associate with Seltzer Caplan McMahon Vitek, a law corporation in San Diego, where he practices in the areas of tax law, tax-exempt organizations, business law, and employee benefits. At the University of San Diego School of Law, Mr. Katusian was a student attorney at the University s Low Income Taxpayer Clinic, a Graduate Law Merit Scholar, and a member of the Irving R. Kaufman Securities Law Moot Court Team. Mr. Katusian is the 2015 update co-author of Chapter 16 (Tax Compliance). PETER M. MENARD received his J.D. from the University of Michigan Law School in 1979, his M.S. in Mathematics from the University of Michigan in 1976, and his B.S. from Santa Clara University in He is a partner of Sheppard Mullin Richter & Hampton LLP in Los Angeles, where he practices in the areas of corporate and securities law. He is Lecturer on securities regulation at the University of Southern California Gould School of Law and a member of the editorial board of the Business Law News, published by the Business Law Section of the State Bar of California. Mr. Menard is the 2015 update author of Chapters 17 (The Decision to Make a Public Offering), 18 (Preparing for a Public Offering), 19 (Accessing the Public Markets), and 20 (Registering a Public Offering). KIRK A. PASICH received his J.D. from Loyola Law School, Los Angeles, in 1980 and his B.A. from the University of California, Los Angeles, in He is a partner of Dickstein Shapiro LLP in Los Angeles, where he leads the firm s Insurance Coverage Group and serves on the firm s Executive Committee. Mr. Pasich conducts an active trial, arbitration, and appellate practice. He has negotiated many large insurance recoveries for his clients and has served as lead trial counsel in many jury trials. In addition, he has handled substantial commercial litigation matters and has served as an arbitrator and as an expert witness on insurance and ethical issues. He has been named by The Los Angeles Business Journal as one of the Top 10 Litigators in Los Angeles and by Best Lawyers as the 2011 Los Angeles Insurance Lawyer of the Year. Mr. Pasich is the 2015 update author of Chapter 11 (Business Insurance). STEPHEN A. STAFFORD received his B.A. from the University of California, Berkeley, in 1993, his J.D. from the University of San Francisco School of Law in 2002, and his L.L.M. in Taxation in 2009 from Chapman University School of Law. He is an attorney with Brown & Streza, LLP in Irvine, where his practice focuses on the creation of closely held business entities and representation of those entities and their owners, including advising entrepreneurs regarding the proper type of entity for their businesses; performing corporate compliance, business planning, and tax planning for existing businesses; and providing business succession planning to owners who are seeking to sell their business or transfer their interests to others. Mr. Stafford has been selected for inclusion on the Southern California Super Lawyers Southern California Rising Stars lists by the publishers of Los Angeles magazine and Law & Politics magazine. He is the 2015 update author of Chapter 15 (Tax and Accounting Elections). Mr. Stafford wishes to acknowledge and thank Greg Cragg of Brown & Streza, LLP for his research assistance in updating this chapter.