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2024 DIVERSITY DATABASE UNDERWRITER Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP

The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.

Hilary’s practice focuses on representing emerging growth companies from inception through maturity, and venture capital firms in their investment activities. She has significant experience representing both companies and investors in early-stage and growth-stage venture financings, as well as mergers and acquisitions for a wide variety of technology companies, including those in the consumer internet, healthcare, agriculture, financial, and entertainment technology industries.

Kelvin focuses on transactional IP issues related to his clients’ financing and M&A activities. Kelvin has experience in corporate partnering, strategic alliances, technology protection, licensing, and commercialization of intellectual property assets in a variety of technology areas including telecommunications, software, hardware, e-commerce, and data security. In law school, Kelvin served as a student attorney at the BU/MIT Startup Law Clinic, where he advised entrepreneurs regarding corporate governance, fundraising, and IP strategy.

Describe your practice area and what it entails.

Hilary: I advise entrepreneurs and venture-backed companies, as well as the investors who invest in those companies, in every aspect of their business. For founders, we help form companies, do capital raises, and advise on corporate governance and equity matters as well as labor and employment matters. We help the company eventually exit, whether through M&A, IPO, or direct listing, and help them along the way with everything in between. On the investor side, we represent investors who are making portfolio investments in venture-backed companies. We also help investors when their portfolio companies are exiting.

Kelvin: The strategic transactions and licensing group works on a broad range of commercial agreements for venture-backed companies across a number of different industries. We also support those companies and their investors during fundraising and acquisition activities.

What types of clients do you represent?

Hilary: I represent companies at every stage of the lifecycle, from pre-funded clients all the way up to late-stage companies who have raised multiple rounds of capital. My clients are in multiple different verticals including healthtech, cleantech, agtech, traditional SaaS, and software companies.

I also represent growth equity investors who focus on late-stage, high-dollar transactions. We handle complex transactions for these funds, which are often the last dollars in before an exit event.

Kelvin: My clients are venture-backed companies and their investors. On the company side, they span a very wide variety of industries, including automotive and heavy industries, construction technology, automated warehouse machines, software, consumer electronics, food and beverage products and services, medical devices, pharmaceuticals, and therapeutics. 

What types of cases/deals do you work on?

Hilary: We serve as trusted advisors to founders and to C-suite executives at venture-backed companies. They rely on us for guidance on legal and business matters, seeking our expertise on how these intersect and our business judgment based on our experience with other similarly situated founders.

Our bread and butter is working on preferred stock equity financings for companies, where companies take in cash from investors in exchange for equity (e.g., ownership) with certain preferential rights. 

Kelvin: I focus on commercial agreements that govern a company's day-to-day operations including strategic partnerships, licensing, development, manufacturing, supply, sales, and distribution. 

How did you choose this practice area?

Hilary: Right out of law school, I didn't know what I wanted to do. I summered at a big firm that had both corporate and litigation practices so I could figure out where I was leaning. I ended up choosing corporate work, but was unsure of the specific area I wanted to specialize in. I tried debt finance, capital markets, and M&A. I settled on M&A, which I enjoyed and found the transactions really interesting, but I had limited client contact. When I heard about Gunderson and the ECVC space, I saw it as a perfect blend of interesting work and close client contact.

Kelvin: I love working closely with business teams and being part of the strategic decision-making process for our clients.

What is a typical day like and/or what are some common tasks you perform?

Hilary: A lot of our time is devoted to day-to-day operational matters, such as capitalization and equity issuances, employee matters, and corporate governance. Additionally, we have a technology transaction team that does all commercial agreements for our clients. Our tech team negotiates supplier agreements, vendor agreements, commercial services agreements, and other customer agreements that are essential for venture-backed companies to make money. Those supplier or vendor services agreements are how they generate revenue. Having a specialized tech team that understands the market and knows how to draft these agreements is crucial to ensure the company is protected.

Kelvin: On a typical day, I will spend time speaking with clients, reviewing and drafting agreements, and negotiating agreements with opposing counsel.

What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?

Hilary: I recommend law students interested in transactional-based corporate practice to take Federal Income Tax in law school, and to enroll in one of the clinics that focus on negotiation and transactional drafting. These clinics allow you to have hands-on practical training.

Kelvin: Having an understanding of how businesses actually operate can be especially helpful when communicating with our clients and working to understand their challenges.

What is the most challenging aspect of practicing in this area?

Hilary: Our clients are innovating and pushing the boundaries of the law and technology, which means many times we're operating in uncharted territory, where there is no or limited legal precedent. It can be challenging to operate where no one has gone before in a way that makes sense from a risk tolerance perspective. 

Many of our entrepreneurial clients are not risk-averse, but as lawyers, we are naturally risk-averse. Our goal is to appropriately advise on risks while understanding that their business involves pushing boundaries and understanding their tolerance. Reconciling those two approaches to risk is challenging, but also very rewarding at the end of the day. 

Kelvin: This practice area requires us to manage a wide variety of complex issues for a number of clients. Being able to switch from client to client and from context to context is an important skill

What do you like best about your practice area?

Hilary: I'm interested in each founder’s journey, given their creativity and passion. They are involved in every aspect of their business. You’re helping them reach that next milestone and close that financing, which increases their appreciation for you and the value you've added. You can directly see the value you've added, which is different than just blocking and tackling, executing on a transaction. 

Kelvin: This job gives you the opportunity to become a trusted strategic advisor on cutting-edge business and legal issues. That’s the fun part of the job. It's almost like being general counsel for a number of different companies every day.

What are some typical tasks that a junior lawyer would perform in this practice area? 

Hilary: Junior associates have hands-on client contact, interacting with the client from their first year. We have a team-based staffing model, so attorneys follow a company throughout its lifecycle, get to know the company players well, and develop a relationship and institutional knowledge about their client’s operations. From day one, they interact directly with key decision makers and provide substantive drafting and advising services. Typical tasks for junior associates include drafting board consents, drafting stockholder consents, reviewing financing documents, building everything related to capitalization for the company, working on option grants, analyzing pro form and cap models, building capitalization models, and conducting due diligence for larger transactions.

Kelvin: Early on, associates review and draft agreements. They also are involved in direct communications with the clients almost immediately.

How is it different working with entrepreneurs in contrast to large corporate clients?

Hilary: The passion and commitment of the entrepreneurs to their missions and companies sets them apart from larger corporate clients. For many founders, this is their first exposure to legal counsel. We get to work with them and educate them and develop a close relationship with them as their legal counsel and business advisors.

We help them start on the right path, set up their foundation documents, and steer them to making the right moves for their business.

Kelvin: The level of passion and personal investment is evident. Entrepreneurs are often betting big on their companies at a personal level. The energy and enthusiasm that they bring to every issue sets the tone of the conversation and bleeds through to the investors and the lawyers who work in this space.