Scott Alderton Featured in 2016 Reflections Article by

scottAll this holiday season, SoCal Tech has been sharing the reflections on 2016 from the Southern California’s technology ecosystem. Here, they have the thoughts of Scott Alderton of Stubbs Alderton and Markiles, LLP.  SAM is a longtime sponsor of, and represents a wide range of clients, including a significant number of Southern California’s most visible startups.

To read the full article visit here.

Scott Alderton is a founding partner of the Firm, Managing Partner, and a member of the Firm’s Executive Committee.  Scott is co-chair of the Firm’s Venture Capital and Emerging Growth Practice Group and chair’s the Firm’s Interactive Entertainment and Video Games Group. Scott advises both public and private clients across a number of industries, including technology, manufacturing and distribution of goods in commerce, finance, the Internet, interactive video games, and new media industries.

To learn more about Stubbs Alderton & Markiles, LLP contact Scott Alderton at



Two of Stubbs Alderton & Markiles, LLP Attorneys Named to 2017 Best Lawyers® in America List

logo-best-lawyersDecember 2016 — Stubbs Alderton & Markiles, LLP is pleased to announce that two lawyers have been named to the 2017 Edition of Best Lawyers®, the oldest and most respected peer review publication in the legal profession.

Best Lawyers
 has published their list for over three decades, earning the respect of the profession, the media, and the public as the most reliable, unbiased source of legal referrals. Its first international list was published in 2006 and since then has grown to provide lists in over 70 countries.

Best Lawyers is the most effective tool in identifying critical legal expertise,” said CEO Steven Naifeh. “Inclusion on this list shows that an attorney is respected by his or her peers for professional success.”

Lawyers on the Best Lawyers in America list are divided by geographic region and practice areas. They are reviewed by their peers on the basis of professional expertise, and undergo an authentication process to make sure they are in current practice and in good standing.

Stubbs Alderton & Markiles, LLP would like to congratulate the following attorneys named to the 2017 Best Lawyers in America list:

  • Scott Alderton- Venture Capital Law
  • Michael A. Sherman- Commercial Litigation

scottScott Alderton is a founding partner of the Firm, Managing Partner, and a member of the Firm’s Executive Committee.  Scott is co-chair of the Firm’s Venture Capital and Emerging Growth Practice Group and chair’s the Firm’s Interactive Entertainment and Video Games Group. Scott advises both public and private clients across a number of industries, including technology, manufacturing and distribution of goods in commerce, finance, the Internet, interactive video games, and new media industries.

Michael Sherman is an accomplished trial lawyer in high-stakes, “bet-the-company” litigation, michael-shermanand has represented both large and early-stage companies as well as entrepreneurs in all facets of business and complex commercial litigation. He has evenly split his litigation practice on both the plaintiff and defense side of cases, has first-chaired numerous trials in complex matters in industries as varied as energy, securities, healthcare, environmental, consumer products, technology, project development/finance, advertising, real estate and apparel, and is highly skilled in class actions and unfair competition law.

The official Best Lawyers 2017 publication can be read in its entirety here.

For more information on our Venture Capital and Emerging Growth Practice, contact Scott Alderton at

For more information on our Business Litigation Practice, contact Michael A. Sherman at


Stubbs Alderton & Markiles, LLP ranked in 2017 “Best Law Firms” for Commercial Litigation

SAM-High-Res-Logo-1December 2016 — U.S. News & World Report and Best Lawyers, for the sixth consecutive year, announce the “Best Law Firms” rankings.

Stubbs Alderton & Markiles, LLP has been ranked in the 2017 U.S. News – Best Lawyers® “Best Law Firms” list and regionally in 1 practice areas.

Firms included in the 2017 “Best Law Firms” list are recognized for professional excellence with persistently impressive ratings from clients and peers. Achieving a tiered ranking signals a unique combination of quality law practice and breadth of legal expertise.

The 2017 Edition of “Best Law Firms” includes rankings in 74 national practice areas and 122 metropolitan-based practice areas. One “Law Firm of the Year” is named in each of the 74 nationally ranked practice areas.

Ranked firms, presented in tiers, are listed on a national and/or metropolitan scale. Receiving a tier designation reflects the high level of respect a firm has earned among other leading lawyers and clients in the same communities and the same practice areas for their abilities, their professionalism and their integrity.

Stubbs Alderton & Markiles, LLP received the following rankings in the 2016 U.S. News – Best Lawyers “Best Law Firms”:

  • Regional Tier 2
    • Los Angeles
      • Commercial Litigation

The official Best Lawyers 2017 publication can be read in its entirety here.

For more information about Stubbs Alderton & Markiles, LLP contact the firm at


SAM Preccelerator Program Presents: “How to Network for Capital” with Len Lanzi

Join Stubbs Alderton & Markiles, LLP
for this exclusive event!


“How to Network for Capital”

This session will focus on techniques and ways to network in the VC and Angel Community.  We will interact and share best practices on business development and promoting your start-up. 

 Thursday January 26th, 2017
**Networking and Startup Demos!**

SAM Preccelerator Program participants will have demo tables where they will showcase their companies. Check them out!


Len Lanzi, Executive Director,
LA Venture Association, (LAVA)

Len Lanzi is Executive Director of LAVA, and has over 20 years of non-profit organization management and fund development experience. In his role, he works with the LAVA board of directors to direct the strategic plan and organize educational and informational programs about the venture business environment in the greater Los Angeles region.

Sponsored by

   Stubbs Alderton & Markiles, LLP
1453 3rd Street Promenade, Suite 300
Santa Monica, CA 90401

4th Street/Broadway ramp or in the Santa Monica Place Mall



Napkin Finance Founder Tina Hay Featured on®


Congratulations to SAM Preccelerator® Program’s company Napkin Finance and its founder Tina Hay for having an article featured on this week. The article written by Tina Hay, entitled “A 7-Point Financial Checklist to Starting Your Own Business”  creates a list  to help guide those new to entrepreneurship. Napkin Finance is a multimedia company that simplifies financial matters and uses napkins to teach users everything they need to know about money in 30 seconds or less.

To view the full article on click here.

For more about the Preccelerator® Program, contact Heidi Hubbeling, Director at
(310) 746-9803 or


SAM Client Hyperator VR Launches First Games on Steam

hypelogoSAM Client Hyperator VR Innovation Labs, a Santa Monica Virtual Reality company, announces the launch of their first VR games on Steam.  Hyperator’s first VR game is Star Kingdom: The Elements. Players learn how to control and wield elemental energy and magic based on their astrological alignment the day they were born.  Players must keep their planets illuminated and protected from the dark fog.

Their second launch is timely for this holiday season.  Holiday Simulator – Wacky Sleigh Ride tests your skills to see if you have what it takes to deliver all the presents before the sun comes up.  Choose between tossing presents or lumps of coal in this comedic journey in the north pole.  It was launched on the Steam network for the HTC Vive and the Oculus Rift.  The game will be released on the Oculus store, just in time for the holiday season.

You can find all Hyperator games on Steam here.

Behind every great startup is a great team.  SAM Preccelerator graduates, Charlie Trinh and Jude Belanger, the founders of Hyperator VR Innovation Lab, have been recognized by the CA state senator Ben Allen for their contribution to the enhancement of the LA tech community.  Every second Saturday of each month, they host a Premium Virtual Reality event at Expert Dojo in Santa Monica where users can test Hyperator’s VR games, and those of other developers.  Also, they have a Virtual Reality Apprenticeship Program that lowers the barrier to entry for new virtual reality programmers.  The Premium Virtual Reality events and Apprenticeship Program can be found on Eventbrite.  For more information about Hyperator VR, visit


SAM Client Milk and Eggs Closes $2.5M Financing Round



Stubbs Alderton & Markiles, LLP announced that it represented client Milk and Eggs in its $2.5M financing round led by Morningside Venture Investments.

Milk and Eggs is a farm-fresh grocery delivery service. Their goal is to connect customers to great farmers. Customers sign up for subscriptions of milk, eggs, dairy, meats, vegetables, and fruit on a weekly or bi-weekly basis, with free membership and delivery and the ability to change orders at any time. All vegetables, fruits, dairy, eggs, and meats will be the freshest available as they are locally acquired. And, with an environmentally friendly aggregation and delivery system, it’s a win for their customers and the environment.

SAM Attorneys that represented Milk and Eggs were Joe Stubbs and Nick Feldman.

For more information about our Venture Capital & Emerging Growth practice, contact Joe Stubbs at



Preccelerator Program Company StyleMD Launches in iOS App Store!

stylemd-backgroundSAM Preccelerator Program company StyleMD announced that it has launched in the iOS App Store.  StyleMD is the smartest way to find a fashion stylist that will help you look and feel more confident on any budget. They curate talented stylists from across the country that help you save time and money to achieve your style goals. Whether you’re looking for a simple consultation, an online shopper, or closet assessment they’ve got you covered.

Sign up for free and they’ll show you stylists that will work with you right from your phone. StyleMD is not affiliated with a specific brand or retailer so there are no sales stylists or subscription models requiring you to buy and return stuff you don’t need – just great fashion stylists that work with you to get amazing results.

Schedule an intro session over FaceTime for just $5 to get started and find your perfect style(ist) today.  To download StyleMD, click here.

For more information about the Precclerator Program, contact, contact Heidi Hubbeling at (310) 746-9803 or


Stubbs Alderton & Markiles’ Client New Form Announces $18M Funding

new-form-logoSAM Client and Digital-video studio New Form announced this week that it has raised $18 million in second-round funding from the U.K.’s ITV and Discovery Communications, with ITV taking a minority stake in the company. In addition, with its investment ITV entered into a strategic partnership with New Form, which includes a multiyear commercial agreement that will bring New Form content to the ITV Hub starting in 2017.  Congratulations to New Form on this success!

Stubbs Alderton attorneys representing New Form in this transaction were Greg Akselrud and Kelly Laffey.

To read the full feature in Variety Magazine, click here.

For more information about our Internet, Digital Media & Entertainment Practice, contact Greg Akselrud at or (818) 444-4503.



Indemnification and Advancement of Directors and Officers for a Utah Corporation Doing Business in California

Corporate counsel is asked to make many decisions on behalf of a corporate client. A corporate client may seek advice on choice of law selection or where it should incorporate. At the initial founding stages, many clients do not consider that the place of incorporation and choice of law will affect the corporation’s obligations to indemnify and advance expenses to directors and officers.sealofutahstateseal

For this analysis, even if the client chooses to incorporate in Utah, if most of its business is being performed in California, it will be deemed a “quasi-California” corporation pursuant to California Corporations Code section 2115 and will be made subject to several California laws regulating corporations.[1] If the corporation wants to initiate a lawsuit against a director or officer that has failed to act in the best interest of the corporation, counsel must consider where the corporation should file the lawsuit. Crucial to this consideration is that California and Utah have different standards for granting indemnification and advancement of expenses. The choice of forum will dictate the requirements and obligations of the corporation to advance and indemnify its officers and directors.


A Utah corporation that meets the requirements set forth in California Corporations Code section 2115 will be deemed a “quasi-California” corporation and will be subject to a host of expressly delineated laws regulating out-of-state corporations. Included in the list of applicable provisions is California Corporations Code section 317, California’s law on indemnification and advancement. Section 317(e) provides the law on indemnification:

“any indemnification under this section shall be made by the corporation only if authorized in the specific case, upon a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct …”

The indemnification provision of section 317 is limited by a standard of conduct determination, meaning that the corporation will have some ability to control who receives indemnification and who does not. The standard of conduct set forth in section 317(b) requires a determination that the person to be indemnified “acted in good faith and in a manner the person reasonably believed to be in the best interest of the corporation…” By comparison, the indemnification statute in Utah operates the same way, requiring the corporation to make a determination that the person to be indemnified has met the applicable standard of conduct and has taken action in good faith and in a manner he or she reasonably believed was in the best interest of the corporation.[2] With little variance between the indemnification provisions in California and Utah, it could be expected that the law on advancement would also be similar. But that would be an incorrect assumption.


The Utah statute on advancement is similar to the indemnification statute, requiring that, “a determination is made that the facts then known to those making the determination would not preclude indemnification…”[3] However, unlike the Utah statute, the advancement provision in California is not limited by a standard of conduct determination, or any determination at all. Instead, the California advancement statute states:

“Expenses incurred in defending any proceeding may be advanced by the corporation prior to the final disposition of the proceeding upon receipt of an undertaking by or on behalf of the agent to repay that amount if it shall be determined ultimately that the agent is not entitled to be indemnified as authorized in this section.”

See Cal. Corp. Code § 317(f).

The only requirement for advancement under California law is that the person seeking advancement deliver an undertaking to repay the amount advanced if it is ultimately determined that he or she is not entitled to be indemnified. It is unclear whether the delivery of an undertaking requires anything more than a written promise to pay back any amounts advanced.

This is an important and interesting distinction between California and Utah law, and one that counsel must consider in evaluating disputes between a Utah corporation and its officers and directors. The result of choosing to apply California law is that the corporation might be obligated to provide advancement to its directors and officers without any determination of whether that person meets the applicable standard of conduct, limiting its ability to deny advancement those who have acted outside the best interests of the corporation.

[1] For the full list of provisions quasi-California corporations are made subject to, see California Corporations Code § 2115(b).

[2] Utah Revised Business Corporation Act 16-10a-902(1).

[3] Utah Revised Business Corporation Act 16-10a-904(1).


For more information about this topic, contact Gina Correia at (818) 444-4500 or  Gina Correia is a litigation associate of the Firm. Gina’s practice focuses on all stages of business litigation. Prior to joining the firm, Gina worked in-house as a business affairs law clerk for HBO. Gina’s prior experience in the entertainment industry focused on talent engagement negotiations including drafting contract request, calculating actor, producer, and writer fees for top-tier talent, and evaluating comprehensive deal points. Gina also previously worked for The Los Angeles Office of the District Attorney in the Consumer Protection Division where she researched and analyzed wire-tapping violations under Penal Code and Federal Trade Commission guidelines.