The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Matthew Bartus, Partner & Global Co-Chair—Emerging Companies and Venture Capital Group, and Melissa Boyd, Associate—Corporate (2023)
Matthew is global co-chair of Cooley’s emerging companies and venture capital practice groups. For 25 years, he has advised high-growth technology and life sciences companies and investment funds on strategic decision-making, venture capital and growth equity financings (from pre-seed to late-stage), initial public offerings, mergers & acquisitions, joint ventures, and corporate governance matters. Matthew’s experience includes advising companies, investors, buyers, and sellers globally on transactions having a total value of more than $100 billion. He works with companies at all stages—from pre-seed and formation through later stages and pre-IPO. In 2019, Matthew was a founding partner of Cooley’s Singapore office, where he was resident through 2022. Matthew is currently based in San Francisco/Silicon Valley and works with clients on a global basis.
Melissa H. Boyd’s practice focuses on general corporate and securities law. She represents both private and public companies in a range of industries, as well as investors. Her practice includes entity formation, organization and governance matters, venture capital, and other private financings and public offerings. Prior to beginning her general corporate practice, Melissa advised creditors, trustees, and debtors as a member of Cooley’s business restructuring and reorganization group.
Describe your practice area and what it entails.
Matthew: I work with emerging growth companies, advising on issues as varied as setting up the company, venture financings, day-to-day legal work like employment issues, and M&A and capital markets events related to those companies. I also work extensively with venture capital firms and other institutional investors as they invest into companies.
Melissa: My practice focuses on representation of private companies anywhere in their life cycle from pre-formation to going public and as public companies as well. I also represent VCs in their investments. And I work on M&A transactions as well when my company clients acquire targets or are acquired themselves.
What types of clients do you represent?
Matthew: Most of my clients are fast-growing, private companies that operate in the technology and life sciences segments, including related segments like food tech and digital health. I also work with institutional investors, large and small, on their investments.
Melissa: My companies cover a wide range of industries, e.g., tech, retail, biopharmaceuticals, medical devices, and healthcare.
What types of cases/deals do you work on?
Matthew: Aside from the “day-to-day” legal work for companies, most of my transactional work involves working on venture capital and growth equity investments, M&A (both buy side and sell side), and IPOs for clients that get to that point.
Melissa: The deals I work on most frequently are preferred stock financings, whether on the company or investor side. Those have ranged in value, depending on the size of the company and the strength of the market, from a raise totaling a few million dollars up to $400 million. The M&A deals I’ve worked on most recently were representing my company clients when they were acquired, and those purchase prices ranged from $5 million to $35 million, paid out in a mixture of cash and stock in the acquiring entity.
How did you choose this practice area?
Matthew: I was in the M&A group of a pretty well-known “white shoe” firm in New York back in 1998 and was watching what was happening out in Silicon Valley. I had never been there before and knew nothing about it, except that it seemed like something I would enjoy more than what I was doing. So, I picked up and moved to California. That was the extent of my plan, but it worked out OK for me!
Melissa: I preferred this practice group to the others I tried largely because of the relationships I was able to form with founders, C-suite officers, and heads of legal at my client companies. I enjoy the “repeat customer” nature of company representation, and with emerging companies in particular, the way that I can contribute to the success of my clients through the counsel I provide and the connections I make between them and other attorneys at Cooley. I also like the pace, size, and scope of the matters I work on and how the work I’m doing changes from one day to the next.
What is a typical day like and/or what are some common tasks you perform?
Matthew: I spend a significant amount of my day reviewing documents, spending time on the phone with clients, and negotiating transactions. I also spend a lot of time in clients’ board meetings and helping clients navigate the broader Cooley firm to find relevant specialists to solve their issues. I sometimes refer to myself as the “air traffic controller.”
Melissa: When I’m working on a larger transaction, like a financing, my day might involve negotiating terms with the other side, drafting or revising the deal documents if it’s a company side representation, or reviewing the diligence findings and determining which items might be “red flag worthy” if we’re representing an investor. Smaller, more frequent tasks include helping companies raise money through other means like Simple Agreements for Future Equities (SAFEs), convertible notes, or debt financings (with debt colleagues leading the charge where appropriate); attending board meetings and helping companies prepare for any actions they want their boards to approve at those meetings; providing counsel with regard to equity approvals or related issues, contract negotiations, or employee matters; and connecting the client to a colleague in Cooley’s compensation, tech transactions, or employment groups depending on the complexity of the issue.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
Matthew: ECVC lawyers are commercial-minded and well-rounded lawyers. A broad-based, business-oriented law school curriculum is a good base of information, but nothing beats the experience that comes from advising early stage companies on a daily basis. If you think you’re interested in this practice, it’s best to get into it as early in your career as possible so you can build up that experience.
Melissa: Having a basic knowledge of how companies are formed initially, how they structure their cap tables, and how they grow and seek approvals as they do so, both from their boards and their stockholders, is certainly helpful, as well as taking an interest in the business and finance climate of whatever city you’re located in, so you’ll know something about the current trending industries and how active markets are at the moment. That said though, a great deal of the knowledge you’ll need to do great work in this space is really learned “on the job.” Coming into a firm with enthusiasm and a willingness to learn and make new connections in and outside the firm will serve you well—in my and likely all other practice groups.
What do you like best about your practice area?
Matthew: I love the variety of working with the teams across many different client types and industries, and being a key member of the team at the earliest stages of the creation of the company. Being along for the ride as companies grow into large, sometimes multinational companies is very rewarding and results in career-spanning relationships with clients.
Melissa: My favorite thing about practicing in this area is the relationships I’m able to form with people at the companies I represent. Particularly with earlier-stage companies, we have the opportunity to make a significant contribution to the company as it establishes itself. And when our representation continues across several years, some of my contacts at the companies, and their directors as well, can start to feel like colleagues and even friends.
What is unique about your practice area at your firm?
Melissa: One thing that is unique about our practice group is that it (sometimes) gives us the opportunity to work with people who haven’t already amassed a great deal of resources or enjoyed significant past successes. Some of the founders of our clients are bright, motivated individuals who neither come from privilege nor have previous slam dunks to point to; they’re new to this and really need the assistance and counsel we can provide. When I have the opportunity to work with founders of our clients who come from less-moneyed beginnings and/or underrepresented groups, the work we do feels that much more rewarding to me.
What are some typical tasks that a junior lawyer would perform in this practice area?
Melissa: Junior lawyers in our practice group are often a crucial point of contact with the client. So being responsive to the client’s communications, developing a rapport with them, and learning how to field various requests can be a big part of the day to day. If we’re doing transactional work, junior associates often draft secondary documents, like the necessary consents and the schedules disclosing items responsive to the primary deal documents that contain relevant details regarding the conduct of the business. And even in the company’s day-to-day corporate governance, junior attorneys often draft the resolutions for board approvals. In investor representations, junior attorneys are often directly reviewing the diligence materials provided by the company our client is investing in. Of course, one of the great things about being at Cooley is that no matter the task, there’s always a partner or senior associate who is there to help.
How is it different working with entrepreneurs in contrast to large corporate clients?
Matthew: When working with early stage company clients, our lawyers are working with the top decision makers at a company, often from early in the lawyer’s career. These are exciting people who are building products that impact the lives of millions of people, including the lawyers who work with them. Large corporate clients are exciting in their own way, but you are often dealing with in-house counsel and the interactions are different. A lot of lawyers decide early on which segment of the client base they really enjoy working with, and the great thing at Cooley is you can pick either or both because our clients span early-stage startups all the way to large corporate clients.
Melissa: Entrepreneurs are often new to this world and these concepts. They are likely unfamiliar with the requirements for good corporate governance and may even question the importance of arguably mundane tasks like keeping accurate corporate records. In those situations, it is our job to explain the risks to the company of failing to focus on these items. But it’s also our job to help our company clients come up with practical and creative solutions that work with their businesses. It is surely never boring—one of the things I enjoy most.