Thomas Klein focuses his practice on start-up and venture capital transactions, mergers and acquisitions, intellectual property transactions, and general corporate and securities representation. He joined the firm in 2009, after approximately 20 years with Wilson Sonsini Goodrich & Rosati, P.C. in Palo Alto.
Tom's practice includes representation of companies in formation, private and public financing, domestic and international technology strategies, and mergers and acquisitions. He has represented public and private companies in diverse industries, including software and hardware, Internet and mobile applications, services, content, telecommunications technology, semiconductors, biopharmaceuticals and medical devices, and venture capital. He has been an adjunct professor of law at Santa Clara University School of Law since the spring of 2001, a UC Berkeley Extension instructor from 2008-2010, an adjunct lecturer in securities regulation at Stanford Law School, and a visiting professor in the Master of Laws program at UC Davis Law School, teaching securities regulation.
Areas of Concentration
· Venture capital
· Mergers and acquisitions
· International corporate and technology structuring
· Public and private securities regulation
· Joint ventures
Professional & Community Involvement
· Adjunct Lecturer, Santa Clara University Law School
· Advisory Board Member, Santa Clara University School of Law's High Tech Law Institute
· Advisory Board Member, Tynax, Inc.
· Board Member, Joint Venture: Silicon Valley Network
· Instructor, UC Berkeley Extension (2008-2010)
· Pro Bono Counsel, Hiller Aviation Institute and Museum
· Regional Council Member, The Hotchkiss School
· Adjunct Lecturer, Stanford University Law School (2006)
· Visiting Professor, UC Davis Law School (2012)
· Lecturer, Summer L.L.M., Intellectual Property Program, Seoul National University and Santa Clara University Law School
Awards & Recognition
· Team Member, Corporate Board Member magazine and FTI Consulting Inc., one of "America's Best Corporate Law Firms," 13th Annual Legal Industry Study, 2013
· Rated, AV Preeminent® 5.0 out of 5
Significant Representations Mergers and Acquisitions
· Sale of Instantis, Inc. to Oracle Corporation
· Sale of ebrary to Cambridge Scientific Abstracts, L.P.
· Sale of Veriwave, Inc. to Ixia.
· Sale of Corticon Technologies, Inc. to Progress Software Corporation
· Sale of Metrika, Inc. to Bayer Healthcare LLC.
· Sale of Quantum Dot Corporation to Invitrogen, Inc.
· Sale of DesktopStandard Corporation to Microsoft Corporation.
· Sale of TogetherSoft Corporation to Borland Software Corporation.
· Sale of Performics, Inc. to DoubleClick, Inc.
· Sale of Holz Precision, Inc. to Churchill Capital, Inc.
· Sale of Chen & McGinley, Inc. to Mastech Systems Corporation.
· Sale of Soft Warehouse, Inc. to Texas Instruments Incorporated.
· Sale of Adtech, Inc. to Bowthorpe Holdings Corporation.
· Sale of Nav3D Corporation to Mercury Computer Systems, Inc.
· Acquisition of client automation technology assets from Hewlett-Packard Corporation by Persistent Systems, Inc.
· Acquisition of assets from Openwave Technology, Inc. by Persistent Telecom Solutions, Inc.
· Acquisition of Synvasive Technologies, Inc. by Zimmer Holdings, Inc. (California counsel)
· Acquisition of Momentum Group by Norwest Equity Partners (California counsel)
· Acquisition of Prodea Software, Inc. by Platinum Technology, Inc.
· Acquisition of LSI's ZSP Division by VeriSilicon Holdings, Inc.
· Acquisition of New Era System Services by Interlink Computer Sciences, Inc.
· Acquisition of Networkers Engineering Ltd. By Interlink Computer Sciences, Inc.
· Acquisition of Assets of Almo Corporation by Bell Microproducts, Inc.
Initial Public Offerings
· Meris Laboratories, Inc.
· Interlink Computer Sciences, Inc.
· NeoPharm, Inc.
· Applied Imaging, Inc.
· Calypte Biomedical, Inc.
Other Public Offerings
· Communications Intelligence Corporation follow-on public offering.
· Shaman Pharmaceuticals follow-on public offering.
· Trimble Navigation PIPE.
Tom has advised on more than 200 company-side and more than 40 investor-side financings in various industry sectors. Since 2005, he has counseled clients on venture financing and related transactions in excess of $250 million.
Publications & Presentations
Articles, Lectures & Publications
· Author, "Assessing Tax Consequences o Asset Sales," Law360, July 31, 2013 (subscription)
· Author, "Bridge Loans and the Future of Financing Startups," San Francisco Daily Journal, May 5, 2011
· Author, "Virtual Shareholder Meetings," Corporate Compliance Insights, February 10,2011
· Author, "Thinking IPO? Old Underwriter Rules No Longer Apply," VentureBeat, March 25, 2010
· Author, "Williams Act - Beneficial Ownership Disclosure," Chapter 71, Securities Law Techniques (treatise), January 31, 2010
· Author, "Who Owns This Invention," San Francisco Daily Journal, September 18, 2009
· Author, "Enterprise 3.0 Rumors of the Death of Enterprise Software Have Been Greatly Exaggerated," SandHill.com, September 1, 2009
· Author, "Crossing the Lines," San Francisco Daily Journal, May 22, 2009
· Author, "Access Denied," San Francisco Daily Journal, February 5, 2009
· Author, "No Private Right to Compel Disgorgement under Sarbanes-Oxley Section 304,"Insights, January 2009
· Author, "If You Are Triskaidekaphobic, This Will Help Calm Your Fears," Venture Capital Journal, November 2008
· Author, "Value of Patents Has Diminished for VC-Backed Companies," Venture Capital Journal, August 2008
· Author, "Relationship Trouble," Los Angeles Daily Journal, May 29, 2008
· Author, "Steepening the Steps to the Courthouse," Tech LawForum, Santa Clara University School of Law, September 2007
· Author, "Executive Compensation Issues for Emerging Companies" Chapter, BNA's Benefits Practice Center, Executive Compensation Library, Executive & Director Compensation Reference Guide
· Author, "California Court Clarifies California's Non-Competition and Non-Solicitation Doctrines," Insights, December 2006
· Author, "9th Circuit Clarifies Liability Standards in Securities Fraud," Los Angeles Daily Journal, August 28, 2006
· Author, "After a Merger, Bar is Higher for Dissenters to Challenge It," Daily Journal, March 23, 2006
· Author, "Jury is Out on Sufficiency of Law Shielding Fund Information," San Francisco Daily Journal, November 8, 2005
· Author, "Corporate Officers Face Risks When Workers Don't Get Paid," San Francisco Daily Journal, September 20, 2005
· Author, Winning Legal Strategies, Director and Officer Indemnification and Insurance for VC-Backed Companies, Aspatore Books, 2005
· Author, "Internal Rate of Return for Law firm Financial Executives: A Simple, Non-Technical Explanation," The Attorney-CPA, No. 3, Winter 2005
· Author, "Annotated Non-Disclosure Agreement," Section 5.4.1, Encyclopedia of Private Equity and Venture Capital, 2005
· Author, "Bridge Financings," Chapter 17, Start-Up & Emerging Companies, 2004
· Author, "Merger Negotiations Require Candor by Attorneys, Not Misrepresentation," San Francisco Daily Journal, September 2, 2004
· Author, "Internal Rate of Return: A Simple, Non-Mathematical Explanation," Section 10.6.7,Encyclopedia of Private Equity and Venture Capital, 2004
· Author, "Internal Rate of Return: A Simple, Non-Mathematical Explanation," Accounting and Financial Planning for Law Firms, Vol. 17, No. 10A, October/November 2004
· Author, "Nonprofit Act Will Be Helpful if it Does Not Cost Too Much," San Francisco Daily Journal, November 29, 2004
· Author, "IPO Report Backs Reforms to Boost Confidence of Investors," San Francisco Daily Journal, August 12, 2003
· Author, "Recent California Decision Impedes Assigning Product Liability Insurance Coverage in Asset Acquisitions," Insights, Vol. 17, No. 5, May 2003
· Author, "Shareholders Who Keep Stock Have State Remedy," San Francisco Daily Journal, June 2, 2003
· Author, "Company May Require Stock Option Plan Rules to be Uniform," San Francisco Daily Journal, April 11, 2003
· Author, "Non-disclosure Agreements in Venture Capital Transactions," Section 5.4.1,Encyclopedia of Private Equity and Venture Capital, 2003
· Author, "Non-disclosure Agreements in Venture Capital Transactions," Advising Start-Up & Emerging Companies, Vol. 4, No. 1, September 2003
· Author, "Sarbox's Unseen Costs," CFO Magazine, November 2003
· Co-Author with Mark Clawson, "Indexed Stock Options: A Proposal for Compensation Commensurate with Performance," 3 Stanford Journal of Law, Business & Finance 31, Summer 1997
· Panelist, "Capitalization and Business Structures of New Ventures," ESCoNS2 Conference, USC Center for Cinematic Arts, Los Angeles, CA, March 13-15, 2013
· Speaker, "Legal Implications of Starting Your Business in the U.S.," Plug and Play University Workshop, Plug and Play Technology Center, Sunnyvale, CA, November 27, 2012
· Speaker, "Silicon Valley/South Korean Entrepreneurs Exchange," Santa Clara University Leavey School of Business, July 17-18, 2012.
· Panel Moderator, "Financing Emerging Technology Commercialization," Techconnect Nanotech Conference & Expo, Santa Clara, CA June 19, 2012
· Keynote Speaker, Angel/VC Latin America Networking Dinner, International Program of the University of San Francisco School of Management, April 27, 2012.
· Speaker, "Mobile and Online App Symposium: Legal and Business Challenges," Greenberg Traurig LLP, East Palo Alto, April 4, 2011
· Panel Judge, "iEXPO," Plug and Play Technology Center, Sunnyvale, CA, March 31, 2011
· Panel Moderator, "CEO Talks: Lessons Learned, Acquisitions - Details That Can Affect the Outcome of the Exit," Plug and Play Technology Center, Sunnyvale, CA, October 7, 2010
· Panel Judge, "University Start-up EXPO," Plug and Play Technology Center, Sunnyvale, CA, October 1, 2010
· Panel Moderator, "Transportation Redefined: Electric Mobility," Cleantech Forum XXVI, San Francisco, CA, February 26, 2010
· Panel Moderator, "Best Practices of International Expansion Within the U.S. and Abroad," Plug and Play Acceleration and Collaboration Track Symposium, Sunnyvale, CA, October 29, 2009
· Guest Speaker "Observations on Entrepreneurism and Innovation in Silicon Valley," Santa Clara University Business School presentation to M.B.A. students from The University of St. Gallen (Switzerland), Menlo Park, CA, August 5, 2009
· Panelist, "New Models in Venture Finance for Innovation," Graduate School of Business, Stanford University, Co-organized by Berkman Center for Internet and Society's Law Lab and The Gruter Institute for Law and Behavioral Research, November 19, 2009