Stubbs Alderton & Markiles client, CDTi, a leader in advanced emission control technology, announced the closing of its previously announced rights offering. At the closing, they issued and sold an aggregate of 4,427,563 shares of its common stock at the subscription price of $0.50 per share, pursuant to the exercise of subscriptions and oversubscriptions in the rights offering from its existing stockholders. CDTi received aggregate gross proceeds of approximately $2.2 million from the rights offering before deducting offering expenses.
Stubbs Alderton attorney representing CDTi Advanced Materials in this transaction was Louis Wharton.
About CDTi Advanced Materials
CDTi develops advanced materials technology for the emissions control market. CDTi’s proprietary technologies provide high-value sustainable solutions to reduce hazardous emissions, increase energy efficiency and lower the carbon intensity of on- and off-road combustion engine systems. With a continuing focus on innovation-driven commercialization and global expansion, CDTi’s breakthrough Powder-to-Coat (P2C™) technology exploits the Company’s high-performance, advanced low-platinum group metal (PGM) emission reduction catalysts. Key technology platforms include Synergized PGM (SPGM™) and Spinel™. For more information, please visit www.cdti.com.
UCLA School of Law
385 Charles E. Young Drive East
Los Angeles, CA 90095-1476
Located in UCLA’s back yard, the Silicon Beach economy is exploding. This inaugural conference will explore the legal and policy issues faced by more than 500 tech startups, incubators and accelerators as well as companies like Snap. Attend the conference to understand the issues critical to this burgeoning hub of entrepreneurship in West LA and the beach cities of Santa Monica, Playa Vista and Venice.
The Silicon Beach Conference will address three important areas all with a focus on the businesses we see here: governance, financing and acquisitions. Our governance panel will look at various structural approaches, including dual class stock structures. The financing panel will explore the SEC’s pro-IPO initiatives as well as the emerging Initial Coin Offering debate. Finally, the panelists will look to the LA and Silicon Beach acquisitions market and how to support and grow M&A in Silicon Beach.
Opening Remarks Joel Feuer, UCLA School of Law
Corporate Governance and Founder Control Ken Bertsch, Council of Institutional Investors
David Berger, Wilson Sonsini Goodrich & Rosati Caroline Cherkassky, Stubbs Alderton & Markiles
Chris Shoff, Latham & Watkins
Moderator: Stephen Bainbridge, UCLA School of Law
Financing of Start-Ups and Emerging Growth Companies Lona Nallengara, Shearman & Sterling Nick Hobson, Cooley Philippa Bond, Proskauer Adam Ettinger, Sheppard, Mullin, Richter & Hampton Moderator: James Park, UCLA School of Law
Silicon Beach Acquisitions: Legal and Business Issues David Hernand, Paul Hastings
Brandon Quartararo, Intrepid Investment Bank
Andrew Erskine, Orrick
Moderator: Iman Anabtawi, UCLA School of Law
Stubbs Alderton & 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 SA&M Managing Partner Scott Alderton as he chats about “How to Position Your Company for Financing.” Scott is the Co-Chair of the Venture Capital & Emerging Growth practice at Stubbs Alderton, General Partner of SAM CREATV Ventures, and a thought leader in the startup financing space.
Heidi: Tell me a little bit about your practice and experience and what you love most about working with emerging growth companies?
Scott: Sure, I have been doing this for a long time. My practice is broad-ranging. Early on in my career, I was more of a corporate & securities lawyer doing traditional SEC type of work with larger companies. As this thing called the “Internet” began to develop in the ’90s, it looked like it was interesting, I transitioned my practice to being more of a technology and venture capital lawyer. I really like working with companies all along their evolutionary path, but I really like working with early-stage companies. They have diverse, wide-ranging needs, they typically don’t have the resources that large companies have. I feel like I can play a vital role as an advisor even more-so than a lawyer. The lawyering part is the easy job to me, the advising part is really the fun part.
Heidi: Let’s talk a little bit about emerging growth companies and how they approach financing. What are some of the things an early stage company should be thinking about when they are going for funding. If they are really early, how do they attract investors?
Scott: I think it’s really a couple of things. The first thing that every company needs to do is to decide what its vision is and what kind of company it’s going to be. Venture capital is not right for every company and there’s lots of different ways to fund your businesses. The overwhelming majority of businesses do not get funded with venture capital. Venture capital is a way of financing a business through its growth stage. When it has a proven product, when it’s found its market and when it now needs to scale and grow. That’s when venture capital comes in and helps a company do that, but to get to that point is challenging. First you need to decide; am I a company that is going to require venture capital and am I company that is going to address a large scaling market, be disruptive, grow to be very large? That’s a venture fundable business. Through the early stage, the second thing you need to figure out is – how am I going to get to the point where professional investors are going to be interested in me? Professional investors are not going to be interested in every company like I said they are going to be interested in companies where they can apply their capital, grow and scale the business.
Heidi: As far as some of the tips that you would give to them, for them to actually attract investors – where do they look for them? Are warm introductions the best thing? What are some of the tactics?
Scott: First of all, don’t look too early. Understand that if you are really going out and seeking traditional, professional investment that you are going to have to have some metrics. You’re going to have to have at least a MVP of a product, you’re going to find a market where that product is being accepted. You are growing and scaling a business in that market. Whether its users or customers – whatever it is – you have to get to that stage first. How do you get to that stage? Well, you get to that stage by raising money from friends and family, from people who know you. From people that are going to invest in you, because you’re the entrepreneur. They believe in you. Relatives, friends, strategic business partners. A second way to look at that is for people who ultimately will be interested in your product, even though you have no metrics or proof of your product today. They will invest in you because they want your product to hit the market. Might be a strategic investment. Figure out a way – come hook or crook- to raise that initial capital to where you can develop your product. Find a market place and the other doors will open.
Heidi: From a legal and business stand-point, how do they best position themselves?
Scott: Early stage companies by necessity cut corners, right? You don’t have resources. You’re boot strapping. You’re making promises that you can’t fully document. You can’t always afford lawyers or professional advisers and that’s fine. Do not second guess any of that. You got to where you are, but when you reach that point where you are now ready to go out and find professional capital, it’s important to look internally first. That you look at yourself, do the same kind of diligence with yourself that an investor is going to do on you. That way there are no surprises. Figure out capital issues and fix them. Figure out your employment issues and fix them. Figure out your commercial contracts that you have done on a whim and fix them. So that investors don’t look at you and think good concept, but I am not going to take all this risk.
Heidi: There’s another topic that startups tend to think a lot about but aren’t typically fully educated on – how should they approach valuation and dilution?
Scott: I think that people get hung up on valuation because they have some number set in their mind or they have some experience that they talk about with other entrepreneurs. They think they either have to hang on to a certain percentage of their business or it’s not appropriate to give a certain amount at a certain round. You have to come into a financial transaction with an open mind and understand not just what you’re selling and what you have to give up for that. Also, where you are going and where that money is going to take you? I see entrepreneurs being penny wise and a pound foolish all the time. They think they don’t want to be significantly diluted. They end up throwing a wrench in the negotiation or they loose a financing deal because they want to hang on to a few points of equity. In reality that money is going to take them so far that they are going to be vast and more valuable. Its a simple proposition of – there’s a pie and you want a piece of that pie. It’s much better to own a smaller piece of a gigantic pie than it is to own a big piece of a small pie.
Heidi: Appreciate you for being here and I’m sure we will have you back for other topics some time soon.
Women in Lava and Global LAVA invite you to a panel discussion on establishing or moving your business, as an expat, in the USA. Los Angeles is an international city with over 225 languages spoken and immigrants owning 33% of businesses in California. So how does one establish themselves in Los Angeles? Join our panelists in this lively discussion covering topics such as starting from scratch, international IP, taxes, cultural and language barriers and immigration law and current USCIS regulations.
11 Jul 2017
6:30pm – 8:30pm PDT
Location: Stubbs Alderton, & Markiles,
1453 3rd Street Promenade #300,
Santa Monica, CA 90401
Allison-Claire Acker is a 1988 graduate of the UCLA School of Law, and was recently named Southern California’s Top Female Attorney of the Year by Los Angeles Magazine. She has over twenty-five years of immigration law experience, counseling individuals and corporations with regard to all aspects of entertainment, family and employment-related immigration law. Ms. Acker assists both individuals and corporate clients to obtain both non-immigrant and immigrant visas in almost every US immigration category. She advises corporate clients regarding the immigration consequences of mergers and acquisitions. She also represents foreign investors with regard to visa options.
Ms. Acker is a noted speaker at immigration conferences, seminars and local universities. She is also the author of several immigration related articles. She is currently in charge of the immigration section of the Santa Monica Bar Association as well as one of its trustees, in addition to being a member of the Los Angeles County Bar Associations Immigration section, the American Immigration Lawyers Association, the Mexican American Bar Association and the Japanese American Bar Association. Most recently, Ms. Acker was AILA’s Southern California Chapter Advocacy Event Co-Chair. She has also been reappointed as an Advisory Committee member to the Santa Monica Mountains Conservancy, representing the County of Los Angeles. Ms. Acker also served on the UCLA School of Law Alumni Board of Directors.
Dr. Tatianna Kolpakov, M.D. Co-Founder Wellness Pro
Tatiana Kolpakov is a Medical Doctor and a co-founder of a nutritional company, WellnessPro. As a third generation medical doctor, Tatiana began to develop an appreciation for proper nutrition and preventative medicine. In 1999, she moved to the US with her husband and started an international nutritional company – WellnessPro. WellnessPro manufactures high-quality nutritional products and supplements for general health, wellness and weight-loss. From an idea to scale, Tatiana understands what it takes to start and develop and enterprise in the US and looks forward to sharing her experience.
Connie is a Senior Manager in the International Tax Service Group at Moss Adams LLP and works on some of the firm’s most complex engagements—coordinating global services and consulting with taxpayers on the worldwide tax implications and planning opportunities for their international assignments and business ventures.
Connie works closely with international legal and accounting professionals to coordinate cross‐border planning and compliance for individuals, trusts, estates, and closely‐held businesses. She serves as an integrated international business advisor and works at optimizing the worldwide effective tax rate and reducing foreign taxes through tax efficient financing, efficient cash management, and repatriation of earnings to the U.S. American Institute of Certified Public Accountants, California Society of Certified Public Accountants Society of Trust and Estate Practitioners.
Panel Leader: Laurelle Johnson Co-Founder Myexpat.us
Laurelle, Co-Founder of myexpat.us works closely with expat spouses, co-joint and partners to adjust to the daily American way of life. In addition she offers investment visa business plans and strategic sales initiatives. She has worked with the start-ups, the last 11 years, in the communities of Santa Monica, Venice and Playa Vista. She offers a comprehensive program to identify and guide the spouse, co-joint, partner to new areas of interest, employment and adjustment to USA social life. She was born in Los Angeles to French parents who taught her the beauty of the French culture and language. Her worldwide travels gives her a deep appreciation of all cultures and a knowledge on how to bridge the gap with American way of life.
LOS ANGELES, CA, June 12, 2017 – Stubbs Alderton & Markiles, LLP, one of Southern California’s leading business law firms, today announced that two attorneys of the firm have been selected to the 2017 Southern California Super Lawyers Rising Stars list. SAM Partner Sean Greaney is a returning honoree from 2015 and 2016, while Nick C. Feldman ais a first time honoree. Each year, no more than 2.5 percent of the lawyers in the state are selected by the research team at Super Lawyers to receive this honor.
Sean Greaney is Partner of the Firm. Sean’s practice focuses on corporate transactions, mergers and acquisitions, private equity transactions, and general corporate matters for both public and private clients, focusing on middle-market, emerging growth and development stage companies. In addition, Sean counsels companies in connection with company formation process, SEC reporting requirements and registrations, federal and state securities laws and compliance, corporate governance issues, joint ventures, employee incentive plans and executive employment agreements.
Nick C. Feldman is an associate of the Firm. Nick’s practice focuses on corporate transactions, including mergers and acquisitions, dispositions, private equity transactions and general corporate matters for both public and private clients, focusing on middle-market and emerging growth companies. In addition, Nick counsels companies in connection with entity formation, corporate governance, federal and state securities laws and compliance, joint ventures, employee incentive plans, executive employment agreements and other executive compensation matters.
Super Lawyers, a Thomson Reuters business, 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 annual selections are made using a patented multiphase process that includes a statewide survey of lawyers, an independent research evaluation of candidates and peer reviews by practice area. The result is a credible, comprehensive and diverse listing of exceptional attorneys. The Super Lawyers lists are published nationwide in Super Lawyers Magazines and in leading city and regional magazines and newspapers across the country. Super Lawyers Magazines also feature editorial profiles of attorneys who embody excellence in the practice of law. For more information about Super Lawyers, visit SuperLawyers.com
About Stubbs Alderton & Markiles, LLP
Stubbs Alderton & Markiles, LLP is a business law firm with robust corporate, public securities, mergers and acquisitions, entertainment, intellectual property, brand protection and business litigation practice groups focusing on the representation of, among others, venture backed emerging growth companies, middle market public companies, large technology companies, entertainment and digital media companies, investors, venture capital funds, investment bankers and underwriters. The firm’s clients represent the full spectrum of Southern California business with a concentration in the technology, entertainment, videogame, apparel and medical device sectors. Our mission is to provide technically excellent legal services in a consistent, highly-responsive and service-oriented manner with an entrepreneurial and practical business perspective. These principles are the hallmarks of our Firm. For more information on Stubbs Alderton & Markiles, visit www.stubbsalderton.com
DATE AND TIME Wed, June 7, 2017 5:30 PM – 8:00 PM PDT
LOCATION Hub 101
31416 Agoura Road #105
Westlake Village, CA 91361
On June 7th, we’re showcasing 10 of Los Angeles’s finest startups in an event you won’t want to miss. These selected startups will pitch to attendees, guest judges (investors and seasoned entrepreneurs) in a showcase/demo table style presentation.
From 5:30 to 7:00, we’ll enjoy complimentary beverages and amazing food from Chef Kim Vu of Vucacious Catering as we hob nob with founders, investors and ACG101 Member professionals. From 7 to 8, let the votes be counted, feedback and awards begin!
Guest Judges – Coming Soon!
Post-seed round and working on something awesome? We’d love to have you pitch! Register for the Pitch Competition to Apply!
Agenda 5:30pm – 7:00pm: Startup Pitching and Showcase – Enjoy Free Drinks and Catering by Vucacious Catering! 7:00pm – 8:00pm: Votes are Counted, Judges Give Valuable Feedback to Participants, and Awards are Presented!
Celebrating 30+ years of service to the Los Angeles Entrepreneurial Community
Wednesday, March 22th, 2017
Fairmont Miramar Hotel & Bungalows
101 Wilshire Blvd
Santa Monica, CA 90401
5:30pm – 10pm
Tickets $200 for LAVA Members $250 for Non-Members
Tables – $2500
The Los Angeles Venture Association (LAVA) will hold its 14th Annual Venture Awards Dinner to recognize Southern California’s best venture-backed companies, and to celebrate the induction of Jeff Stibel, Partner of Bryant Stibel & Company into the LAVA Hall of Fame. The awards dinner will be attended by over 300 leaders in the Venture Capital community, including CEOs and founders of successful emerging companies.
Join this celebration and network with Southern California’s best Venture Capital firms and investors.
The Toronto Stock Exchange (TSX) & TSX Venture Exchange (TSXV) present
“Public Venture Capital: A Growth Path You Need to Explore”
Tue, 4 April 2017 4:00 PM – 7:30 PM PDT
If you have a growing business and need funding, then you should attend this event.
Find out what public venture capital is and how it is different from traditional VC funding. Also see why it is a viable funding alternative for early-stage Southern California companies. Companies with $5M+ in revenues can access $5Mto $50M+ for growth, pivot and acquisition.
Join us for a wine-tasting, reception and seminar to learn how to access public venture capital in Canada (without needing to move there). You will meet capital providers, dealmakers, and advisors who will discuss why this is a growth path you should explore.
Our target audience is VC partners, founders of companies and US investment and advisory firms.
3:30 pm – Registration
4:00 pm – Public Venture Capital seminar & case studies
5:30 pm – Networking reception & wine-tasting
Pre-arranged one-on-one meetings can also be requested. If your company has $5+ million in revenue and you are interested in meetings with capital advisors, click the correct option when registering and we will contact you.
CAPITAL MARKET PARTNERS
INVESTMENT BANK PARTNERS
Jamie Brown: Vice-Chairman & Managing Director – Investment Banking, Canaccord Genuity. Former VC, Difference Capital
Bill Demers: Partner & National IPO Leader, EY. Former Director of the EY Entrepreneur of the Year program
Michael Hinshaw: President, MCorpCX, Guest Lecturer and Mentor, Lester Centre for Entrepreneurship, UC Berkeley’s Haas School of Business
Blair Jordan: Managing Director, Investment Banking, Echelon Wealth Partners. MBA, The University of Chicago Booth School of Business. LLB, University of British Columbia
Sean Maniaci: Partner, Securities Group, Cassels Brock Lawyers. MBA, Richard Ivey School of Business
Michael Urbani: Partner, Corporate & Securities Group, Stikeman Elliott LLP
Michael Kousaie: Innovation Head, Business Development, Toronto Stock Exchange & TSX Venture Exchange. Former Investment Banker, UBS
Dylan P. Gittleman: VP Capital Formation US West, Toronto Stock Exchange & TSX Venture Exchange. Board Advisor and Alumni of GE, Merrill Lynch and IBM
Andy Creech: Director, Capital Formation, Toronto Stock Exchange & TSX Venture Exchange
Stubbs Alderton & Markiles client Colle Capital Partners, a global, opportunistic, early stage technology venture fund based in New York, with a presence in San Francisco, has closed its fund, after a strategic investment by Zain Group, a leading innovator of mobile communications in eight markets across the Middle East and Africa. Colle Capital Partners has a diversified technology focus with an emphasis on data in the Energy, Media, Telecommunications, Health IT, Security, and Software Development sector.
About Colle Capital Partners is a global, opportunistic, early stage technology venture fund. Managers have completed deals in various verticals and across all capital structures. They pay special attention to data. Virtually all their deals have intrinsic relationship with data as they believe that data will drive future growth for all their companies.
Stubbs Alderton & Markiles’ Partner Scott Alderton was featured on Built In LA this week giving his expert opinion on essential legal advice for early-stage startups.
To find some of the answers to your most difficult startup-related questions, read the full article on Built in LA 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.