The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Philip H. Oettinger, Partneró Corporate
Philip Oettinger is a partner in the life sciences practice at Wilson Sonsini Goodrich & Rosati, where he focuses primarily on representing medical device, biotechnology, pharmaceutical, diagnostic, and digital health care companies. His practice involves assisting private and public companies with corporate governance, initial public offerings, mergers and acquisitions, public company reporting, and private equity and debt financings. Philip routinely works with incubators on structuring matters and in balancing their rights with those of the companies they are forming. Before joining WSGR, Philip was an attorney with the Securities and Exchange Commission in Washington, DC, where he inspected stock exchanges, worked on corporate finance matters, led enforcement investigations, and served as special counsel to one of the Commissioners.
Please provide an overview of what, substantively, your practice area entails.
My practice entails counseling startup and emerging growth life science companies on legal issues related to the federal securities laws and Delaware and California state securities laws. I assist companies with strategies for fundraising and oversee the preparation of documents for financings, mergers and IPOs. I also counsel public companies on corporate governance and public company reporting matters. When not representing the enterprise, I like to represent the investor. I have assisted many different venture funds and strategic investors with term sheets, due diligence and transaction documents to provide them with the terms and rights they desire when making an investment.
What types of clients do you represent?
I represent life science companies developing medical device, biotechnology, pharmaceutical, digital health and diagnostic products to improve patient care. Representative clients include Cutera, a laser company whose products are used for aesthetic applications; Avinger, an atherectomy company that develops products used in the treatment of peripheral artery disease; and iRhythm Technologies, a digital health care company that produces reports on cardiac arrhythmias. I also represent life science incubators The Foundry, ForSight Labs, Exploramed, InCube Ventures and Synecor; financial investors Lightstone Ventures and Granite Point Capital; and strategic investors Kaiser and NMC Healthcare, among others.
What types of cases/deals do you work on?
I work on venture financings such as Minerva Surgical’s Series D preferred stock financing and EarLens’ Series C preferred stock financing. Minerva Surgical has commercialized a new device for the treatment of excessive menstrual bleeding and is involved in a patent infringement lawsuit with Hologic. Earlens has developed a hearing aid that converts sound into light to improve the quality and range of hearing for people with hearing loss. A couple of years ago, I helped iRhythm Technologies complete its IPO, worked with Miramar Labs to complete a reverse merger into a public company, and handled the sales of NeoTract to Teleflex, of ForSight Vision 5 to Allergan, and ForSight Vision 4 to Roche Holdings. For investors, the work I usually do consists of preparing and negotiating term sheets and transaction documents and assisting with due diligence efforts.
How did you decide to practice in your area?
My career began at the U.S. Securities and Exchange Commission in Washington, DC where I inspected stock exchanges, took testimony in enforcement cases and worked on various corporate finance and accounting matters for one of the Commissioners. My father was a medical device inventor and started several companies and my mother was a nurse, so I grew up with a lot of medical speak in my house. When I left the SEC, I knew that I wanted to work with emerging growth companies in the life science sector.
What is a typical day or week like in your practice area?
There really is no typical day. I may be marking up a term sheet, advising a client on a corporate governance matter such as audit committee review of an SEC filing, handling an employment dispute, introducing a client to a potential source of capital, negotiating a merger agreement or financing documents, reviewing a press release, discussing board structure as it relates to an upcoming IPO, etc. It all depends what the client needs, and my day usually involves a ton of variety, which keeps the job interesting.
What is the best thing about your practice area?
No doubt about it, the best thing about representing life science companies is watching a medical device or drug reach the market and have profound effects on the quality of life for patients. For example, take Kyphon, which developed a method for rebuilding the spine in patients with osteoporosis. The company developed bone tamps to compress the soft osteoporotic bone and produced bone filler to inject into the void physicians created in the vertebrae. This procedure allowed patients to stand up straight, improve their appearance and have a more active lifestyle as a result.
What is the most challenging aspect of your practice area?
The most challenging aspect of the practice is juggling many different transactions and staying on top of all of them. I work primarily with C corporations and limited liability companies and advise both private and public companies at all different stages of their growth. My clients have many different needs on accelerated timelines and that requires me to respond quickly and be an expert in a variety of different areas of
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
I recommend a healthy diet of securities law and business classes: securities regulation, corporate law, tax, business associations, accounting, etc. If the law school that you are attending has a small business or start-up clinic then I would recommend you participate in it to get some real world experience with clients starting businesses. Becoming proficient in Excel also helps with constructing capitalization tables, creating payout spreadsheets and calculating IPO related tables. Read investment books and the Wall Street Journal, understand valuation metrics and spend time learning about venture capital. The different parts of the startup/university/industry/investment ecosystem are all interrelated and if you understand part of it well it will help you in other areas.
What misconceptions exist about your practice area? What do you wish you had known before joining your practice area?
One of the greatest misconceptions that I had was that I would just advise on the legal aspects of a transaction or review and revise the legal documents. My clients ask me for business advice just as frequently as they ask for legal advice. I would have taken more business and investment classes had I known that I would need to become a trusted business advisor.
What is unique about your practice area at your firm, and how has it evolved since you have been at the firm?
The amount of focus and money spent on life science initiatives has exploded and there are many more sources of funding. It used to be that you knew the approximately 20 life science venture capitalists to direct your clients to. Sources of funding now include corporate strategics, family offices, high net worth individuals, angel groups, sovereign wealth funds, incubators, accelerators, mutual funds, etc. Staying current on the sources for capital for life science companies is a full time job.
What activities do you enjoy when you are not in the office, and how do you make time for them?
I enjoy skiing in Tahoe, sailing on the San Francisco Bay and traveling whenever possible. I make sure that the transactions I’m working on are well staffed with competent associates and paralegals. I have always been able to go in and out of work pretty easily which is a good skill to develop. I take my laptop and iPhone with me when traveling so that my clients and other attorneys can reach me. I let clients and other members of a transaction team know when I will be offline for a period of time as it is important to be off the grid every now and then.