The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Jennifer Knapp, Partner—Corporate
Jennifer Knapp represents public and private life sciences and technology companies, as well as venture capital and other institutional investors. She focuses on the representation of companies throughout their entire life cycles, from formation to exit, and in all manner of strategic and complex transactions, including corporate formation and structuring, venture capital financings, corporate governance, spin-ins and spinouts, mergers and acquisitions, public offerings, public company disclosure requirements, and SEC compliance matters. She also has significant experience advising investors with respect to venture capital financings and other strategic investments and transactions.
Describe your practice area and what it entails.
I work with cutting-edge technology and life sciences companies on a wide range of corporate matters, providing business and legal advice to best position them for success. I represent companies throughout their entire life cycles, from formation to exit, and handle a wide array of transactions, including corporate formations, angel and venture capital financings, mergers and acquisitions, and capital markets transactions. I also advise clients regarding corporate governance, corporate aspects of collaboration and partnering transactions, and employee equity matters.
What types of clients do you represent?
My clients generally fall under the “tech” umbrella, which includes traditional technology companies, as well as biotech, clean tech, fintech, etc. My private company clients include newly formed corporations; early-stage startups; and late-stage, pre-IPO companies. I also represent investors who invest in emerging growth companies, including venture capital investors and family offices.
What types of cases/deals do you work on?
I work on a wide array of corporate transactions and have a true client-based practice. I handle incorporations, which entail forming a new corporation for an entrepreneur looking to launch a new company. I will then help such new company in negotiating term sheets and financing documents with investors, whether it be angel, venture capital, strategic, or other institutional investors. In between financing events for a company, I will attend the company’s board meetings and advise on general corporate matters, such as drafting offer letters for new employees, structuring employee option grants, or onboarding a new executive or board member. The list goes on. When it’s time for the liquidity event—be it a sale (M&A) or IPO—I will also advise my client on those transactions.
How did you choose this practice area?
I am from the Bay Area, and when I was in law school, I knew I wanted to work with all of these amazing technology companies that were surfacing everywhere, especially in Silicon Valley. I was particularly interested in the business side of things, and so a corporate practice was a perfect fit.
What is a typical day like and/or what are some common tasks you perform?
No two days are the same, and I never find myself bored or unchallenged. A typical day may include (1) a call (or several) with the CEO, CFO, or GC of a private company client to discuss any number of potential matters, such as how to respond to a term sheet the company has just received from a potential investor or how to structure a stock option grant for a newly hired executive officer; (2) review of a set of venture capital financing documents drafted by an associate; (3) a call with investor counsel to discuss open issues between the investors and the company client in a pending financing transaction; (4) an impromptu meeting in my office with an associate to talk through a unique issue that has popped up on a deal; (5) a meeting with an entrepreneur who would like to launch a new company; and (6) responses to multiple emails from clients, investor counsel, and others regarding ongoing transactions and day-to-day corporate needs.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
I always recommend taking a securities regulations course while in law school. Also, a surprising amount of math is involved in a corporate practice—for instance, managing capitalization tables, preparing a pro forma cap table in connection with a financing, reviewing liquidation distribution spreadsheets, or running anti-dilution calculations. It’s helpful to be familiar with Excel.
What do you like best about your practice area?
I love the people I work with. Not only are my colleagues at Wilson Sonsini some of the brightest and most talented people I’ve ever met, but our client base is also incredible, comprising the most innovative technology and life sciences companies in Silicon Valley and beyond. CEOs and CFOs are often our main points of contact at a client, and I love building those relationships with the management team, serving as a versatile and pragmatic attorney to help their companies succeed.
What are some typical tasks that a junior lawyer would perform in this practice area?
Junior attorneys get a lot of responsibility and substantive work right out of the gate, including the opportunity to interact directly with clients. Typical tasks include preparing incorporation documents for a new startup client; drafting board and stockholder consents and other ancillary documents for a venture capital financing transaction; managing, in collaboration with a senior associate, the closing process for financings and M&A transactions; and shadowing a senior attorney in a negotiation. We also have a robust pro bono program in which junior attorneys are welcome to participate.
What kinds of experience can summer associates gain in this practice area at your firm?
Summer associates have the opportunity to work on a full range of projects and transactions during the course of the summer program and to interface with clients directly, giving them a taste of life as a junior attorney. Not only do summer associates get to work on substantive corporate projects—like incorporations, venture capital financings, and IPOs—but they also have opportunities to shadow senior attorneys to get a real sense as to what the practice entails. Our summer program also includes client tours so summer associates can get a firsthand look at the very exciting work our clients do.
What are some typical career paths for lawyers in this practice area?
One path, of course, is to join a law firm as an associate and move up the ranks to become partner. Another common path is to start a career at a law firm, and then eventually move to an in-house legal role. For instance, an associate may join a startup client as the first and only in-house company attorney or join a larger in-house legal team at a later-stage company.