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Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP

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

Maggie White, Partner, and Vanessa Smith, Associate—Corporate

Maggie White specializes in the representation of emerging growth companies throughout their life cycles. Maggie is broadly experienced with corporate formation and governance matters, venture capital financing transactions, and a variety of M&A transaction structures. Maggie represents a wide variety of technology companies, including consumer internet, software, telecommunications, and entertainment technology industries, as well as a number of leading venture capital firms. Maggie received her J.D. from Emory University School of Law and her B.A. from Washington University.

Vanessa Smith works with the Corporate group, representing emerging growth companies and a number of leading venture capital firms. Vanessa specializes in the representation of companies throughout their life cycles, including formation, corporate governance, venture financings, and M&A transactions. Vanessa represents a wide variety of emerging growth companies, including software, medical device, life science, biotechnology, telecommunications, financial services, health care information and management, and retail industries, as well as a number of top-tier venture capital funds. Prior to joining Gunderson Dettmer, Vanessa was associate counsel at Telerik, a venture-funded software company specializing in end-to-end software development tools. There, Vanessa was responsible for drafting and negotiating license agreements and commercial transactions, corporate governance, and intellectual property matters and working on Telerik’s acquisition by Progress (NASDAQ: PRGS). Vanessa received her J.D. from Northeastern University School of Law and her B.A. from Temple University.

Describe your practice area and what it entails.

In Gunderson’s Corporate and Securities group, we represent emerging growth technology companies through the various stages of the life cycle of a company, as well as venture funds when they are investing in portfolio companies. We typically first engage with the founders before the company is formed, and we represent the company through the incorporation process, through various rounds of financings, and until an eventual sale or public offering. When one of our clients is acquired or goes public, we work with our Capital Markets group and/or Mergers and Acquisition group to complete the transaction. And we also work with companies on day-to-day corporate matters, such as granting equity to employees, dealing with founder terminations, and advising on strategic business needs. We also work with venture capital funds on their investments in portfolio companies.

What types of clients do you represent?

Maggie: We represent emerging growth technology companies from a variety of industries, including consumer internet, software, entertainment technology, and life sciences. We also represent leading venture funds, to the extent that they’re investing in portfolio companies.

Vanessa: My company clients innovate in exciting markets, including software, analytics, tough tech, machine learning/AI, pharmaceuticals, medical device, biotech, and consumer brand. My company client profiles are very diverse, but there is a higher volume of sophisticated pharmaceutical, medical device, and biotech clients here in Boston and a rapidly growing practice at Gunderson. On the fund side, I represent the venture funds that invest in these cutting-edge industries.

What types of cases/deals do you work on?

Maggie: A common transaction for us would be preferred stock financing, where a venture fund is investing money into a newly formed or early-stage company, such as a Series A financing. The process starts when a company receives a term sheet from a venture fund, at which point we negotiate the term sheet with the company; communicate with the board on the process; and eventually run the deal by drafting the financing agreements, negotiating with the lead and other investors, communicating with the other company stockholders, finalizing the pro forma capitalization table for the financing, and addressing any issues that come up in the investors’ due diligence review.

Vanessa: I work with company clients from formation to exit and fund clients from fundraising and formation through deployment of capital. A large part of my practice consists of company-side and investor-side representation in financings. I also work with my company clients on day-to-day corporate matters and attend their board meetings. In addition, I represent companies and funds in complex restructuring transactions, asset sales and purchases, and mergers and acquisitions.

How did you choose this practice area?

Maggie: I started at Gunderson as a paralegal and was introduced to the venture ecosystem before law school. I chose my practice area because I found it exciting to work with technology companies and early-stage entrepreneurs who are building interesting and revolutionary technology. By the time I was in law school, having seen how the whole ecosystem works and having worked on deals with Gunderson lawyers, I was fully committed and trying to come back to Gunderson and build a career working with emerging growth technology companies.

Vanessa: During my 3L year at Northeastern, I completed two internships—the first was at Telerik, a software company, and the second was at Gunderson. While at Telerik, I fell in love with the startup culture—things moved quickly, and I was immersed in the business and technology. I was surrounded by dedicated people who were passionate about innovating and delivering a fantastic service and product. I wanted to be a part of a team like that. When I started my final internship at Gunderson, I learned that I could be a part of not just one, but a number of teams like that. I was getting to know founders, learning about new tech, working with passionate clients and colleagues, and making real contributions as soon as I walked in the door. I chose the practice area but didn’t fully grasp how that would translate into a career until I chose Gunderson.

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

Maggie: My typical day varies quite a bit based on what projects I have going on at any given time. The deals at Gunderson tend to be on shorter timeframes, but we generally have a large number of transactions that are ongoing at the same time. On any given day, I may talk to four or five entrepreneurs or founders, interact with a couple of venture capital fund clients with respect to their ongoing investments, attend board meetings where I advise executives and board members with respect to strategic decisions, and work with others within Gunderson on the same. I interface with clients in various ways, making sure that they’re getting solid legal advice and also guiding them with respect to various business issues.

Vanessa: My typical day consists of a blend of company- and investor-side representation. I work on transactions, whether those are venture financings or M&A, as well as general corporate governance, and I advise clients on their day-to-day inquiries (e.g., Can you help pull together a term sheet for a Series C Preferred Stock financing? What is the best approach to issuing equity to the founding team? How will this investment change the voting structure in the company?). Otherwise, every day is different. That is what makes this work so exciting—there is always a new problem to solve.

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

Maggie: It’s helpful to take classes that are related not only to the practice area of corporate law, but also to the areas that touch upon what we do, including tax, intellectual property, contract drafting, securities regulations, and corporate finance. I would also advise any student interested in this area to take advantage of every opportunity to be part of clinics in law school and to intern at early-stage companies. By getting involved with an early-stage company, you learn to wear a number of different hats and get experience with respect to the broader venture capital/startup industry.

Vanessa: Given my background and the fast-paced, client-
facing practice at Gunderson, I recommend real-world experience. Any experience in a corporate environment or with customer service is a good baseline. Working, interning, or volunteering with a startup or fund in an industry that you are passionate about is a great way to learn about the venture ecosystem that we work within. Law school clinics should also provide good opportunities to interact with clients.

What do you like best about your practice area?

Maggie: My favorite aspect of this practice is the ability to interact with a large number of smart, ambitious people in different industries. A huge part of our job is interacting with different types of people and helping people solve problems. A huge amount of my day involves trying to be a problem solver and a team player helping to build a company.

What misconceptions exist about your practice area?

Maggie: I think the biggest misconception is that you’re going to be part of a very large corporate team where you’re handling one small detailed piece of a larger transaction. In our practice area at Gunderson, we do a large volume of early-stage deals. So, you actually end up—from very early on—interacting with the client quite frequently. Oftentimes, even as a junior associate, you can be the lead on deals and work with many different people on a deal, including opposing counsel, founders, and investors.

Vanessa: Being a corporate lawyer at Gunderson is not what you would expect. Client volume is high, and, therefore, exposure to exciting technology and new client relationships abounds. This leads to the opportunity to build strong partnerships with clients. We become partners with our clients at the outset. It’s exciting to watch clients grow, adapt, and succeed and support them along the way.

What kinds of experience can summer associates gain in this practice area at your firm?

Maggie: Summer associates have the opportunity to both be part of a formal learning process and tackle hands-on projects to learn about our various practice groups. They can also be part of client meetings, help run deal processes, and get a wide breadth of exposure over a short period of time across all of our various practice areas.

Vanessa: Summer associates will immediately be exposed to the venture ecosystem, and they work with all practice groups in the Boston office. Summer associates should expect to get involved in financings, M&A transactions, fund formations, and technology transactions. Summer associates should ex-
pect to participate in a number of great social activities in and around the Seaport and the firmwide summer associate event that takes place offsite.

What has been the most surprising aspect of dealmaking to you?

Maggie: I think the most surprising aspect of dealmaking is how collaborative our work is. It is collaborative with respect to our clients as well as investors because at the end of the day, the eventual goal is for everybody involved to help build a successful company. It is very rewarding to close deals and help entrepreneurs get to the next phase of growth or an eventual successful exit.

Vanessa: Dealmaking in our space is often centered on building relationships and finding great partners in either investors or portfolio companies (depending on what side you are on). A majority of the deals that I work on are driven by pragmatic, open conversation throughout the transaction, which is not what you would typically expect in an adversarial context. Being able to offer up solutions that bridge the gap and collaborating with the opposing party tend to be the greatest value-adds for our clients.