Organizations and Transactions Clinic class sessions regularly focus on orientation to big firm corporate practice, including discussion of M&A, corporate finance, licensing, transaction management, and client interaction matters. Guest speakers often join the class for these sessions. In Autumn 2015, O&T welcomed these guests to the clinic:

Venture Capital Financing

Danielle Naftulin is a partner in Cooley LLP’s Palo Alto office, specializing in emerging companies and venture capital finance. Danielle introduced the key players, legal issues, and documents involved in a venture capital financing. She also discussed core business considerations, including Board representation and preferred stock rights, as well as the role of counsel in those transactions.

Employment Law

Henry Fong is the Senior Director of Global Employment Law at LinkedIn and previously served as Senior Corporate Counsel, Global Employment Law, for Gap Inc. Henry’s presentation, titled “What Every Transactional Lawyer Should Know About Employment Law,” covered the formation, management, and termination of employment relationships as well as employment law implications in corporate transactions. Henry also discussed the roles of in-house and outside counsel.

Mergers and Acquisitions

Jennifer F. Fitchen is a senior M&A lawyer at Sidley Austin LLP in Palo Alto. Jen participated in a class session about planning, management, and execution of M&A transactions. The discussion focused primarily on the proposed sale of a division, which was the subject of a deal planning exercise earlier in the quarter. Jen also talked with students about a variety of M&A business and legal issues, including the role of investment bankers and accountants, private equity and strategic buyers, and Board of Directors’ considerations.

Litigation Considerations

Jessica Valenzuela Santamaria (JD ’02) is a partner in the securities litigation and commercial litigation practice groups at Cooley LLP in Palo Alto. Jessica provided practical guidance on what transactional lawyers should know about litigation. The class discussed how to counsel a Board of Directors, develop a record in anticipation of fiduciary duty or other litigation, draft contracts, and think about attorney-client privilege concerns in the corporate context.