Category Archives: Attorneys

Two SAM Attorneys Featured Panelists at Digital Hollywood Spring 2018

Two Stubbs Alderton & Markiles’ Partners Greg Akselrud and Dan Rozansky are both featured as speakers at Digital Hollywood Spring this month.

Greg Akselrud will be speaking on “ICOs, Financing, Packaging & Investment: From Entertainment & Indie Project to Technology & Startups” at Herscher Hall, 3rd Floor, Room 303-304 on Thursday, May 24th.

Dan Rozansky will be speaking on “Hollywood and Cybercrime: from Privacy to Piracy, Theft and the Dark Net” at Herscher Hall, 3rd Floor, Room 305 on Thursday, May 24th.

The event will be from May 22-24th, 2018 at the Skirball Cultural Center in Los Angeles. For the complete three day agenda visit here.

 

Greg Akselrud is a founder and partner of the Firm. He chair’s the Firm’s Internet, Digital Media and Entertainment practice group. Greg advises a wide range of public and private clients across a number of industries, including companies in the entertainment, digital media, Internet, technology, consumer electronics and apparel industries. Greg is an Adjunct Professor of Law at Loyola Law School, Los Angeles, teaching Business Planning I: Financing the Start-Up Business and Venture Capital Financing.Greg is the author of Hit Man: The Fourth Circuit’s Mistake in Rice v. Paladin Enters., Inc., 19 Loy. L.A. Ent. L.J. 375 (1999).

For more information about the Internet, Digital Media & Entertainment practice, contact Greg Akselrud at gakselrud@stubbsalderton.com.

 

Daniel Rozansky is a Partner of the Firm in the Business Litigation Practice. Dan concentrates his practice on entertainment, privacy, First Amendment and complex business and real estate disputes. In addition to his diverse litigation experience, Dan also counsels a broad array of clients on developing the best strategies to avoid disputes. For entertainment clients, he regularly reviews television pilots, screenplays and other material in development to assist those clients in identifying and avoiding potential liabilities. Dan’s areas of focus are entertainment finance, anti-SLAPP motions, unfair competition, trade secrets, intellectual property, surreptitious tape recording, reality television, profit participation, rights of privacy and publicity, real estate, partnership disputes and First Amendment issues. He represents clients both at the trial and appellate levels in state and federal court on a wide array of issues.

For more information about the Business Litigation practice, contact Dan Rozansky at drozansky@stubbsalderton.com 

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SAM Client Alpine Pacific Capital Invests in Arable’s Acquisition of Fresh Innovations

alpine pacific capitalStubbs Alderton & Markiles’ client Alpine Pacific Capital was a minority investor in Arable Capital Partners’ acquisition of Fresh Innovations, an Oxnard, CA based processor of fresh sliced apples and other packaged fruits.

Fresh Innovations has been a leader in the fresh sliced-apple segment since 2001 and the Company offers its health-driven, conveniently packaged fresh fruits and vegetable products in both organic and conventional options. Fresh Innovations serves the warehouse club, casual dining, entertainment, education and health care segments.

To read Arable Capital’s full press release visit here.

Stubbs Alderton attorney representing Alpine Pacific Capital is Marc Kenny.

About Alpine Pacific Capital 
Alpine Pacific Capital is a private equity firm focused on acquiring closely-held, profitable businesses located primarily in the Western Region of the U.S. The firm understands the unique needs of smaller private companies and possesses the necessary infrastructure, experience and vision to help build enduring value.

For more information about our Mergers and Acquisitions Practice , contact Marc Kenny at mkenny@stubbsalderton.com

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SAM Client Champion Technology Forms Strategic Partnership with R9B

champion technology Stubbs Alderton & Markiles client Champion Technology, the provider of a next-generation expert system and analytic platform, DarkLight® , announced it is forming a strategic partnership with R9B. R9B (root9B, LLC), is a leading provider of cybersecurity products and services. The companies will form a technology partnership to leverage DarkLight’s knowledge framework to optimize and cross-correlate data sets.

To read the full press release visit here.

Stubbs Alderton attorneys representing Champion Technology are  Scott Alderton and Jonathan Friedman.

About Champion Technology Company’s DarkLight
DarkLight is a next-generation cybersecurity analytic and automation platform. Driven by artificial intelligence (AI), this groundbreaking solution is a force multiplier which leverages the logic, knowledge, and reasoning of security analysts to deliver human-quality results, at scale.  To learn more, please visit www.darklightcyber.com.

For more information about our Venture Capital and Emerging Growth Practice , contact Scott Alderton at salderton@stubbsalderton.com

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Startup Superhero Video Series! – This Week Featuring Marc Kenny on “Selling Your Business”

Stubbs Aderton & Markilstartup superhero series marc kennyes and the Preccelerator Program are proud to announce the launch of their Startup Superhero Video Series – featuring SA&M Attorneys, Preccelerator Mentors, and entrepreneurs on topics specific to entrepreneurship and lessons learned throughout the journey.

This week we’re featuring Stubbs Alderton & Markiles attorney Marc Kenny on “Selling Your Business.”

Marc Kenny is a partner at Stubbs Alderton & Markiles, LLP. Marc’s practice focuses on mergers and acquisitions, joint ventures, private securities offerings, cross-border transactions, and other strategic transactions representing private equity funds, independent sponsors, family offices as well as public and private corporations.

 

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Speaker: Marc Kenny

Moderator: Heidi Hubbeling

Heidi: Talk to me a little bit about your background, how you got to be in mergers and acquisitions and private equity. Also, how you came to be with the firm.

Marc: Sure, I have been practicing for a little over twenty years, specializing in mergers and acquisitions, representing private equity funds, financial sponsors, family offices, corporate strategic and a range of transactions, both here in LA, London and in Silicon Valley. I came to the firm recently after working at another large firm over the years.

Heidi: One of the things we are going to talk about today is with mergers and acquisitions on the seller side, we are going to talk about the ins and outs of that. What are some of the preliminary considerations that a business needs to think about when they go to sell their business.

Marc: I usually start when I meet with an owner who’s interested in selling. I usually start with a series of questions to understand a little more about how they are approaching the process. I ask them “why are you interested in selling?”  “Do you intend to stay with the business after the sale?” “Can the business operate efficiently without you? If not, why not?” “What gaps do you have in managing the team?” “Are there family members or members of the management team who want to continue in the business after the sale?” On the operational side I also ask them, the financial history of the firm over the past 3-5 years of what their growth prospects are going forward. If there is customer concentration, I ask them about that. If they are in a regulated space I ask them regulatory issues they have had over the past few years. Going forward, what kind of regulatory issues they see having in their horizon.

Heidi: It’s a complicated process, a lot of people don’t quite understand. It’s not like selling personal property or your home.  Can a business do this alone? Or do they need a team to back them up?

Marc: Yes, selling your company is a process that is complicated and intense – I often say it’s a marathon that feels like a sprint. The challenge for a business owner is to run an effective sales process and at the same time managing its business. Don’t jeopardize the business because you have been distracted on the sales process. A way for them to do that is two things: one is they have to assemble an internal team at the company – a small group that you can rely on and have confidence in to work with you on the sales process and at the same time.  The goal is for you to keep running your business. The better your business grows during this process the more leverage you have with the buyers. In order to do that, you have to hire outside business advisors. Particularly, outside advisors that have done lots of M&A  transactions. Second, you’d be well advised to hire external advisors who regularly work on M&A transactions. You need an investment banker, accounting firm, wealth management advisor.  For all involved in a sale, it’s important to seek the advice of a wealth management advisor, investment banker – not only will a great banker get you in front of the right prospective buyers (strategic or financial), they’ll also be able to create a story that corresponds with your historical financial performance with your potential for future growth.  And then law firms again, you may have used law firms for real estate, company contracts, but you need to have lawyers who are adept in M&A transactions.

Heidi: Internally what should these businesses do to prepare themselves. Both the owners as well as the team to prepare themselves for this kind of transaction.

Marc: The goal is to become “transaction ready” before engaging with the buyers. By “transaction ready” I mean you have looked both at the good, the bad, the ugly with your business. You should be very honest with yourself about the business, as financial, then as legal, etc. Really the reason for that is if you provide accurate information, to position correctly with your buyer, you will increase the confidence with your prospective buyers and increase the value of your company.  We recommend “sell side” due diligence to basically start as if you were the buyer and you start with your management team and the external counsel or advisors, you start going through the due diligence list. Make sure that all the intellectual property in the business you own, that material customers contracts are all in order and they are not due to be terminated soon, that all regulatory issues have been resolved, confirm you have proper documentation for all stock issuances and equity grants. Again, it is a very exhausting process and that is the reason why you need to have external advisors to help you through the process to help you focus on your business.

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To learn more about the Preccelerator Program, contact Heidi Hubbeling at hhubbeling@stubbsalderton.com.

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Startup Superhero Video Series! – This Week Featuring Caroline Cherkassky on “Convertible Notes vs. SAFES vs. Priced Round”

startup superhero - caroline cherkassky Stubbs Aderton & Markiles and the Preccelerator Program are proud to announce the launch of their Startup Superhero Video Series – featuring SA&M Attorneys, Preccelerator Mentors, and entrepreneurs on topics specific to entrepreneurship and lessons learned throughout the journey.

This week we’re featuring Stubbs Alderton & Markiles attorney Caroline Cherkassky on “Convertible Notes vs. SAFES vs. Priced Round.”

Caroline Cherkassky is senior counsel of the Firm. Caroline’s practice focuses on advising emerging growth, development stage, and middle market companies on a variety of matters, including venture capital and other financings, employee compensation, securities laws compliance, technology transactions, corporate governance, and other general corporate matters. She also advises the funds and other investors that invest in these types of companies.

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Speaker: Caroline Cherkassky

Moderator: Heidi Hubbeling

Caroline: I started my practice up in Silicon Valley, where there is lots of emerging growth work and I spent a lot of time there in Big Law. I moved to LA a couple of years ago and really enjoy being part of the boutique law scene here. My practice focuses on emerging growth companies from start-up, incorporation, documents for employees, commercial agreements, fundraising and exit and the Venture Capitals and other people who invest in these early growth companies.

Heidi: On the deal side?

Caroline: Yes, exactly.

Heidi:  Okay. Let’s talk a little bit about the fundraising process one of the major lack of education for a lot of startups is the type of vehicle they should use. The type of instrument they should use, when going for funding. There’s a priced round, there’s a convertible note and there is S.A.F.E They are the standard ones for early stage companies, so talk a little bit about the differences and how each is applied.

Caroline: Sure! So, the priced round is really what most people think about when they think about venture financing. The investors in a company agree on a price, the investors write a check, the company gives them shares and they are now equity holders in the company. The investor owns a certain percentage of the company’s capitalization. They also typically get specific investor rights, company applications and lots of negotiation round specific obligations. The convertible note on the other hand is a debt instrument. It means that the investor does not get equity in the company to start with, they get a note which is an obligation that has to be repaid at maturity, but there are certain triggers in there set forth in which the note will convert into equity. Usually some sort of discount to the next round or a cap at evaluation. Last, we have the S.A.F.E which is an acronym for simple agreement for future equity and that’s exactly what it is. It’s document that sets forth the terms on which the investor will get equity in the company in the future. It’s very similar to a note in that it has typically a discount to the next round or some sort of cap in the evaluation in which the S.A.F.E will convert, but its different from a note in the sense that there is no maturity date. There’s no debt obligation and there’s no repayment. So, it is more flexible in that regard.

Heidi: Is one instrument preferred over the other?

Caroline: It really depends on the company and the circumstances. Typically, it comes down to timing and size of the round. The priced round provides a lot of certainty. The investors in the company know exactly how much equity is being exchanged and the amount of money that is being invested. Which is nice for everybody to have that certainty. On the flip side the convertible notes and S.A.F.Es can be really fast. The priced round requires a lot of documentation and often takes much higher fees and timing to negotiate. The notes and the S.A.F.Es on the other hand are pretty quick, but you lose that certainty. So, often we see that there is no hard fast number, but we often see a fluctuation point of around 1 million dollars on the side of financing where it makes sense to do that priced round.

Heidi: Are there certain pit falls that entrepreneurs should look out for each of those?

Caroline: Definitely! One of the big things is the S.A.F.Es and convertible notes they offer a lot of flexibility, but you have these caps and discounts that are negotiated and the investors and the companies don’t do the calculations to figure out how much of the company is being given around. Especially if you do multiple S.A.F.Es or convertible notes and succession, by the time you get to that priced round you may not realize how much equity has been given up. There are some founders who unfortunately, have realized too late that there has been a lot more equity. A lot of dilution.

Heidi: So, this is all important information for start-up companies as they get through their fundraising process so we appreciate you being here.

Caroline: Thanks.

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To learn more about the Preccelerator Program, contact Heidi Hubbeling at hhubbeling@stubbsalderton.com.

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SAM Client Resonant Closes $20 Million Public Offering of Its Common Stock

resonantStubbs Alderton & Markiles, LLP  client Resonant Inc. (NASDAQ: RESN), a designer of filters for radio frequency, or RF, front-ends that specializes in delivering designs for difficult bands and complex requirements, today announced the closing of an underwritten public offering for 5,714,286 shares of its common stock at a per share price to the public of $3.50. The Company received net proceeds of approximately $18.4 million from the offering after deducting the underwriting discount and estimated offering expenses.

To read the full press release, click here.

Stubbs Alderton & Markiles’ attorneys that represented Resonant in the transaction were John McIlvery and Jonathan Friedman.

About Resonant® Inc.
Resonant is creating software tools and IP & licensable blocks that enable the development of innovative filter designs and modules for the RF front-end, or RFFE, for the mobile device industry. The RFFE is the circuitry in a mobile device responsible for the radio frequency signal processing and is located between the device’s antenna and its digital baseband. Filters are a critical component of the RFFE that selects the desired radio frequency signals and rejects unwanted signals and noise.

To learn more about our Public Securities Practice, contact John McIlvery at jmcilvery@stubbsalderton.com.

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SAM Encourages You to Attend LABIC’s ICO Panel Discussion on March 29, 2018

Stubbs Alderton & Markiles, LLP and SAM attorney Shanita Nicholas encourage you to attend:

LA Black Investors Club 
ICO Panel Discussion
Thu, March 29, 2018
6:30 PM – 8:30 PM


Join the LA Black Investors Club 501(c)(3) in a lively panel discussion with three startups venturing into their own ICOs. Businesses include ZEN, TrustaBit.io and the eSports Amateur Competitor’s League.

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

WE HOPE TO SEE YOU THERE!

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SAM Attorney John De La Merced Appointed 2018 President-Elect for Philippine American Bar Association

Congratulations to SAM attorney John De La Merced for his appointed as 2018 president-elect for the Philippine American Bar Association (“PABA”), the largest local association of Filipino-American lawyers in the United States.  He was officially sworn in on March 14, 2018 at PABA’s 32nd Installation and Awards Gala, which featured California Supreme Court Justice Goodwin Liu as the keynote speaker.

To view the 2018 PABA office, visit here.

John R. De La MercedJohn De La Merced is an associate of the Firm.  His practice focuses on business litigation, which includes commercial and intellectual property disputes.  His experience encompasses all aspects of the litigation process, including drafting operative pleadings and responses, law and motion practice, discovery, mediation, client counseling and assisting in trial.

John currently serves as Treasurer and a member of the board of governors for the Philippine American Bar Association, and will serve as the organization’s President-Elect in 2018 and then President in 2019.  John is also a member of the advisory committee for the St. Thomas More Society of Los Angeles.

For more information about our Business Litigation Practice or questions contact John De La Merced at jdelamerced@stubbsalderton.com

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SAM Encourages You to Attend LABIC Fireside Chat on March 15, 2018

Stubbs Alderton & Markiles, LLP and SAM attorney Shanita Nicholas encourage you to attend:

LA Black Investors Club 
Fireside Chat Series
Thu, March 15, 2018
6:30 PM – 8:30 PM

rsvp button

LABIC’s Fireside Chat Series is back! Join them for their first Fireside Chat of 2018 featuring Anna Barber, Managing Director of the Techstars LA Accelerator, and Sky Kelley, CEO & Founder of Avisare.

fireside chat

The Fireside Chat Series features different speakers who will lead a discussion on various issues and topics of interest to entrepreneurs, from venture capital and fundraising to investing and marketing.

Techstars LA focuses on investing in LA area companies in media, entertainment, e-commerce, marketplaces, enterprise SAAS, edtech, cleantech and aerospace. They are particularly interested in diverse founding teams.

Avisare is a platform for companies that want the highest caliber talent in the world. Avisare is an online community of privately invited pre-screened executive level consultants and consulting firms with the skills needed to get results for the jobs or projects posted by businesses on the platform.

For more information visit here.

WE HOPE TO SEE YOU THERE!

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Six Stubbs Alderton & Markiles’ Attorneys Listed as 2018 Southern California Super Lawyers

Stubbs Alderton & Markiles, LLP is pleased to announce that six lawyers have been named to the 2018 Southern California Super LawyersSuper Lawyers is a rating service of outstanding lawyers from more than 70 practice areas who have attained a high-degree of peer recognition and professional achievement. The patented selection process includes independent research, peer nominations and peer evaluations.

Super Lawyers Magazine features the list and profiles of selected attorneys and is distributed to attorneys in the state or region and the ABA-accredited law school libraries. Super Lawyers is also published as a special section in leading city and regional magazines across the country. Lawyers are selected to a Super Lawyers list in all 50 states and Washington, D.C.

Stubbs Alderton & Markiles, LLP would like to congratulate the following attorneys named to the 2018 Super Lawyers list –

Scott Alderton - Super LawyersScott 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.

Kevin Debre - Super LawyersKevin D. DeBré is the chair of the Firm’s Intellectual Property & Technology Transactions Practice Group.  Kevin advises entrepreneurs and companies that use intellectual property to build their businesses.  Kevin has particular expertise in structuring and negotiating technology commercialization and patent licenses, strategic alliances, research and development collaborations, trademark licensing and brand merchandising agreements and manufacturing, distribution and marketing arrangements.  He also counsels clients on compliance with data security and privacy laws and regulations.

Jeffrey F. GershJeff Gersh - Super Lawyers is a Partner of the Firm. He has litigated, arbitrated, or mediated complex business and commercial matters, for both plaintiffs and defendants, whether individuals, public or private corporations, partnerships, limited liability companies and/or its members, shareholders and partners, involving various types of disputes, including contract matters, trade secrets, intellectual property (trademarks, copyrights and trade dress) negligence and fraud, employment, real estate, license agreements, the apparel and garment industry, and general business matters.

Dan Rozansky - Super Lawyers

Daniel Rozansky is a Partner of the Firm in the Business Litigation Practice. Dan concentrates his practice on entertainment, privacy, First Amendment and complex business and real estate disputes. Dan’s areas of focus are entertainment finance, anti-SLAPP motions, unfair competition, trade secrets, intellectual property, surreptitious tape recording, reality television, profit participation, rights of privacy and publicity, real estate, partnership disputes and First Amendment issues. He represents clients both at the trial and appellate levels in state and federal court on a wide array of issues.

Michael Sherman - Super LawyersMichael Sherman is an accomplished trial lawyer in high-stakes, “bet-the-company” litigation, and 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.

Joe Stubbs - Super LawyersJoe Stubbs is a founding partner of the Firm, and a member of the Firm’s Executive Committee. He is co-chair of the Firm’s Venture Capital and Emerging Growth Practice Group, and of the Firm’s Mergers and Acquisitions Practice Group. Joe practices in the areas of corporate and securities law, emphasizing the corporate representation of both publicly-held and privately-held emerging growth and middle-market companies, venture capital and private equity firms, angel investment groups and investment banks.

The official Super Lawyers 2018 publication can be read in its entirety here.

For more information about Stubbs Alderton & Markiles, contact Heidi Hubbeling at hhubbeling@stubbsalderton.com or (310) 746-9803.

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