The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Jennifer Sayles Okorn represents technology, emerging growth, and other companies in M&A. She advises sellers, buyers, and investors in mergers, stock purchases, asset sales, and other strategic transactions. She also advises clients on general corporate and governance matters. Her clients include high-growth companies in the consumer internet, software, telecommunications, and entertainment sectors, as well as venture capital firms.
Sogoal Salari specializes in the representation of emerging growth companies throughout their life cycles. Sogoal represents a wide variety of technology companies across healthtech, medical devices, life sciences, consumer, software, and financial technology industries. Sogoal advises both early and later-stage companies and maintains an active practice representing venture capital firms investing in companies at all stages of funding. Prior to joining the firm, Sogoal was a corporate associate in the Palo Alto office of Wilson Sonsini Goodrich & Rosati.
Describe your practice area and what it entails.
Jenn: I represent technology and emerging companies in M&A, helping them navigate complex transactions. My role involves advising sellers—companies looking to divest or sell their businesses—and buyers—companies seeking to acquire others—in various strategic transactions, including mergers, stock purchases, and asset sales. I also work with investors involved in M&A, providing the guidance needed to make informed decisions. In addition, I provide ongoing counsel on corporate governance and other legal matters that arise during the course of M&A transactions, ensuring clients remain compliant and strategically positioned.
Sogoal: As a corporate and securities attorney, my role is akin to an outside general counsel for our company clients. We assist them with significant legal issues, such as financ ing and major transactions, as well as daily queries related to company ownership rights, share restrictions, employment matters, or compensation issues, to name a few. In some cases, we also collaborate with our specialist attorneys. Sometimes, the questions we receive aren’t strictly legal; due to our close relationship and trusted advisor status, we often help our clients find solutions and answers that impact their business on a daily basis.
What types of clients do you represent?
Jenn: At Gunderson, we represent emerging companies across a wide range of industries, with a particularly strong focus on the technology, software, telecommunications, and entertainment industries, as well as venture capital firms. Whether a company is looking to acquire another company or is selling its business, we assist that client in drafting the necessary transaction documentation and managing the steps to finalize the deal.
Sogoal: In the early stages of a company, I’ll usually work directly with the founders. Founders handle sensitive and confidential information such as ownership and governance, and unsurprisingly, these companies don’t have many or any other employees to start. As the company grows, my work may transition to other C-level executives. In later stages, the company may hire general counsel or head of legal, but we still communicate with the founders, board, and executive team as part of our role as advisors for the executives. The level of involvement depends on the company and whether they have other legal counsel in-house.
What types of cases/deals do you work on?
Sogoal: The most common transactions we run are venture financings, for which we represent either the company or the investor. These transactions follow a structured framework that is generally accepted in the industry, but details and complexity vary from deal to deal. They are the primary ways that our clients receive funding—injections of large amounts of capital allow them to grow at exponential rates, translating into the Silicon Valley life cycle. In later stages, we also handle a lot of M&A deals, including acquisitions, initial public offerings, and unique transactions like spin-outs and joint ventures.
How did you choose this practice area?
Sogoal: In law school, I initially envisioned working in microfinance or at a big NGO. However, through internships and externships, I realized that it was difficult to get things done quickly in those organizations, and that lawyers were not playing a prominent role in deals. During my involvement in a student-run law clinic supporting engineers and students starting companies, I discovered the fast-paced and agile nature of startups. Startups are lean, scrappy, and fast-moving, allowing them to make changes quickly. This makes working at Gunderson fascinating, especially because the work allows close and personal relationships with your clients and the team doing the work. Being more integrated offers a gratifying and rewarding experience. Working with startup companies led me to target firms like Gunderson that specialize in this practice.
What is a “typical” day like and/or what are some common tasks you perform?
Jenn: A typical day varies depending on the stage of a transaction. At the outset, I will review a non-disclosure agreement, letter of intent, or a term sheet to negotiate high-level terms of the transaction and set the parties’ intentions before due diligence begins. As the deal progresses, my focus shifts to negotiating the merger agreement and drafting ancillary documents. As we approach closing, I concentrate on timelines and may assist with preparing external press releases to announce the transaction or help with plans for integration.
The variety keeps each day exciting: I am involved in different aspects of the transaction depending on its stage or the day. Additionally, the industry focus varies, whether it’s a sports client or one in a niche technology or life sciences sector, so the tasks and priorities can shift accordingly.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
Jenn: I recommend practical courses. At USC, I participated in the Small Business Clinic, where I represented startup companies, entrepreneurs, and nonprofits in corporate legal matters, such as entity formation or drafting commercial agreements. This hands-on experience shifted my interest towards transactional law. The Small Business Clinic and the mentorship I received in the clinic from my professor were instrumental in shaping my career today.
What do you like best about your practice area?
Sogoal: Our practice is a “human” one; our clients are real people taking significant risks with their livelihood and financial security to build something they truly believe in. The work we do is significant to our clients and their ventures. This leads to the creation of friendships and close relationships with clients. I’ve been working with some clients for over 10 years, and their appreciation for our counsel and guidance is deeply gratifying and rewarding.
In addition to problem-solving, our work allows creativity through innovative approaches. For instance, I recently pitched to a company that wanted to do a unique type of spin-out among different institutions involving corporate, intellectual property (IP), and tax considerations to work through. This was not a run-of-the-mill structure—we got to put our heads together and create something new, which makes the job fun and challenging. No two deals are alike. A unique aspect of our practice is that we are, in large part, in the driver’s seat for running the deals, unlike other areas of practice where attorneys are ancillary to the process. We manage the relationship between the founder and the investor, ensuring that business objectives and timelines are being met. This might seem simple, but the venture world is rooted in trust between founders and investors. Our role in orchestrating and bringing deals together strengthens relationships for the long-term success of these companies, adding significant value, even if it’s not always immediately obvious.
What is unique about your practice area at your firm?
Jenn: What sets Gunderson apart is its focus on career development. The firm takes an active interest in understanding each individual’s aspirations and provides the support needed to achieve them. A standout feature of this culture is the firm’s commitment to mentorship. I’ve been fortunate to have many mentors at Gunderson, one of whom has been a mentor for almost a decade—someone I collaborated with on one of my first M&A transactions and who continues to support me as I tackle more complex aspects of M&A.
Another aspect I value about my practice is the collaborative team environment. As M&A specialists, we function like quarterbacks, coordinating with experts both within Gunderson and externally—including those in IP, tax, executive compensation, benefits, or labor law. This multidisciplinary approach ensures that we provide exceptional service to our clients across all areas of expertise. Our ultimate goal is to represent our clients effectively, deliver top-tier counsel, and work to achieve the best possible outcome in their strategic transactions.
What are some typical tasks that a junior lawyer would perform in this practice area?
Jenn: Junior associates primarily focus on due diligence, and their responsibilities include managing the signing checklist; reviewing diligence documents; drafting disclosure schedules; and preparing ancillary documents, such as board and shareholder consents. After the signing phase and in advance of closing, junior associates are involved in preparing closing documents and managing closing checklists derived from the definitive agreement to guide the transaction from signing to closing. Junior associates play a critical role in advancing the deal by managing these checklists, allocating tasks, and tracking progress, whether on the sell side or buy side. They often liaise with clients to gather input on disclosure schedules or seek guidance on specific issues. These tasks are integral to the successful execution of the transaction.
What kinds of experience can summer associates gain at this practice area at your firm?
Sogoal: At Gunderson, we aim to provide summer associates with as much junior associate experience as possible during their summer months. This level of involvement and ownership is motivating and fosters a sense of accomplishment, which is why many choose to stay with us long term. Unlike other practices where work can be siloed and repetitive, our associates get to be part of the deal and are entrusted with meaningful responsibilities. This sense of ownership is highly motivating and contributes to our strong associate retention.