TEAM

Maureen S. Dorney

Maureen S. Dorney has over 20 years of experience representing public and venture-backed technology and media companies. Prior to forming Paradigm Counsel, Maureen chaired the Technology Transactions Group as a partner at Gray Cary and subsequently co-chaired the Technology and Sourcing Group at its successor firm, DLA Piper. Maureen is named in The International Who’s Who of Internet and e-Commerce Lawyers 2008 and, by the Recorder as one of the San Francisco Bay Area’s Best Lawyers (2012-2013). Maureen regularly lectures on topics such as international property licensing transactions, patent licensing and intellectual property strategy and open source software.

Maureen regularly represents companies in a wide variety of technology and Internet industries, including electronic commerce, software, SaaS, hardware, clean technology and mobile commerce. Clients seek her advice on a broad scope of matters such as privacy compliance, networking and wireless agreements, electronic and wireless gaming agreements, advertising agreements, merchandising and sponsorship agreements, software licensing, outsourcing agreements, strategic intellectual transactions, patent license agreements, standards body agreement, semiconductor agreements, and on-line music distribution. Maureen has extensive experience on issues and agreements related to open source software transactions.

Representative Transactions

Represents Open Source software companies with respect to all manner of commercial license and service agreements.
Supervises the contract and IP due diligence process for M&A acquisitions with respect to both public and private companies.
Counseled clients on issues related to data security and privacy laws, including HIPAA, GLBA, spam statutes, EU privacy law and data security breach notification statutes.
Drafted and negotiated advertising agreements for online, cable broadcast and mobile services and distribution.
Drafted and negotiated sponsorship agreements for a social networking application company.
Prepared and negotiated content license and app store agreements for consumer and B2B mobile app developers
Negotiated licenses, marketing agreements, and the provision of real-time, game-related sports content for Internet distribution.
Prepared and negotiated agreement templates and high value customer agreements for application service providers (SaaS).
Assisted with on-line strategies and agreements.
Drafted complex patent cross-license agreements and patent purchase agreements.
Drafted formats for on-line music distribution.
Negotiated and drafted various web site development, maintenance, and support agreements.
Assisted multiple companies with the development and implementation of strategies for the exploitation of intellectual property assets.
Counseled numerous companies regarding linking, fair use, DMCA, copyright, and other Internet-related legal issues.
Developed and implemented hardware/software OEM, VAR and Reseller agreements.
Advises online companies on marketing and consumer notice issues.
Advises companies on the use of Open Source software.
Drafted and negotiated various types of BPO outsourcing agreements.
Drafts and negotiated multiple contract manufacturing services agreement.

Maureen earned her B.A. in Oriental Languages from the University of California at Berkeley and her J.D. from Boalt Hall School of Law at the University of California at Berkeley.

Maureen works actively with various non-profit organizations and fair trade companies working to improve the economic and environmental conditions in Africa. She is a founder of With These Hands, a fair trade company working with woman’s groups in Africa to develop and export fine handicrafts that reflect and preserve indigenous cultural traditions. Maureen is also working towards certification as a Pilates instructor.

Contact Maureen

Phone:	650.434.5644
Mobile:	650.804.0426
E-mail:	maureen@paradigmcounsel.com
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Kenneth Cramer

Kenneth Cramer has been practicing law for over 20 years. He has represented and worked for both public and private companies as an attorney, businessman and executive in a wide variety of technology businesses. Prior to joining Paradigm Counsel, Kenneth practiced in the corporate and technology transactions groups of Orrick, Herrington & Sutcliffe, a 1200-lawyer firm with a broad, global practice, and before that, Fenwick & West, a 250-lawyer firm based in Silicon Valley that specializes in representing technology companies and venture investors.

Kenneth has a deep understanding of the client’s perspective with his extensive in-house experience as senior counsel at Sun Microsystems and as general counsel of startups Zip2 Corporation (Internet city guide/portal acquired by Compaq/Alta Vista); Opthos Systems (all optical, dynamic DWDM switch for telecommunications networks); and Instill Corporation (supply chain and data management SaaS, acquired by iTrade Networks). His practice includes: Internet (content and community, ecommerce, B2B and B2C); mobile apps; digital media and video games; software and SaaS; computer and networking systems, devices and components (including storage, optical, wireless and mobile); cleantech technologies and services (including solar); medical devices and nutraceuticals.

Representative Transactions

Corporate Formations and Financing

Numerous corporate and limited liability company formations, including founders equity issuances, adoption of equity incentive plans and re-incorporations and LLC to corporate conversions
Numerous initial and follow on debt, equity and equipment lease financings for start-up, early and late stage private companies by venture capitalists, private equity firms and venture banks (both company and investor side)
Multiple “down round” debt and equity financings with complex “wash out” and/or “pay to play” terms
Represented company in IPO that raised $112.5M on ~$750M valuation
Represented company in IPO that raised $82.5M on a ~$400M valuation

Mergers and Acquisitions

Represented both privately-held and publicly-traded buyers and sellers in numerous mergers, acquisitions and spin outs/spin ins of technology, energy and other companies, ranging in value from hundreds of thousands to hundreds of millions of dollars, including simple and complex asset or share purchases/sales, direct and reverse triangular mergers, and related earn outs, employment and regulatory matters, tax issues, etc.
Represented US company in its “reverse IPO” merger into a publicly held Canadian Pooling Company traded on the Toronto Stock Exchange.
Complex restructuring and recapitalization of a California corporation and its UK affiliate involving the settlement of a creditor’s lawsuit against both companies and their respective Boards, conversion of significant debt, issuance of “down round” equity, and restructuring of entire operations.

Technology and Commercial Transactions

Inbound and outbound software licenses, including open source licenses and SaaS agreements
Numerous and wide variety of commercial agreements including: component purchases; OEM/distribution/reseller; partnering/joint ventures; outsourcing (domestic and international in India and China); joint marketing; interoperability and testing; patent, trademark and copyright licenses; consortia and standards bodies
Systems (hardware and software) and associated support sales and leasing agreements by prominent technology companies including to consumer distribution / reseller channels, large telecommunications companies, financial institutions and government agencies
International assembly/distribution agreements between Taiwan-based computer, peripherals and components manufacturer and private investors/managers in Latin America: Mexico, Argentina, Brazil, Chile, Peru, Venezuela and Colombia; and Asia: Australia, Malaysia, Thailand and Singapore
Investment, Option and Purchase, Sale and Development Agreements for energy resources and assets, including oil, gas and shale
Real estate leases, facilities and services agreements

International

Complex tax planning transactions involving the formation of foreign (Cayman Islands, British Virgin Islands, Ireland, Cyprus, etc.) IP and sales (international revenue) entities and associated asset/IP transfers and inter-company agreements
Formation of foreign subsidiaries/joint ventures (distributorships) for client with local investors/managers, and negotiated and drafted assembly/distribution agreements between client and the local JV in Latin America: Mexico, Argentina, Brazil, Chile, Peru, Venezuela and Colombia; and Asia: Australia, Malaysia, Thailand and Singapore
Reincorporation of California corporation into Cayman Islands corporation in connection with an inversion transaction and preparation for listing on a foreign stock exchange

Dispute Resolutions

Negotiation and successful settlement of an intellectual property lawsuit
Management and settlement of employee wage and hour class action lawsuit
Settlement of threatened shareholder action in connection with company recapitalization

Kenneth earned his B.A. degree from the University of Rochester, Rochester, New York, a J.D. degree from the University of Michigan, Ann Arbor, and an MBA from the Haas Business School at the University of California, Berkeley.

Kenneth is a Board member of Science is Elementary, a not-for-profit that organizes and coordinates teams of volunteer scientists and engineers from local businesses and universities to teach science projects in elementary schools. Kenneth also volunteers for Big Brothers / Big Sisters, Special Olympics and Boy Scouts of America.

Kenneth has traveled extensively through Mexico, Netherlands, Turkey, Pakistan, India, Nepal, Thailand, Malaysia, Singapore, Indonesia, Hong Kong, Taiwan and mainland China.

Contact Kenneth

Phone:	650.434.5642
Mobile:	650.823.5494
Fax:	650.475.7111
E-mail:	kenneth@paradigmcounsel.com
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Andrew Zeif

Andrew Zeif has over 25 years of legal experience representing both private and public companies across a range of corporate matters. Prior to joining Paradigm Counsel, Andrew practiced for over ten years as a partner at DLA Piper (formerly Gray Cary), a global law firm with large, world-wide early-stage technology practice. Prior to that, Andrew lived in New York City and practiced law for nine years at several corporate law firms, including Proskauer Rose LLP, before immigrating to Silicon Valley.

Andrew routinely counsels clients in a wide variety of technology domains including: networking and communications technologies, business-to-business and business-to-consumer internet-based services, SaaS, cloud, enterprise and mobile applications software. Many of his clients are emerging growth companies and he provides advice through seed and venture financings, buy and sell-side M&A transactions and public offerings. During this life cycle, Andrew acts as a de facto outside general counsel helping to manage his client’s legal and business affairs.

Representative Recent Transactions

Venture Funding

Represented web services company supporting content creators in structuring content in Series A financing
Represented integrated hardware and mobile app manufacturer in Series A financing
Represented network control software company in Series A
Multiple investor-side transactions for top mobile operator’s corporate venture arm

M&A

Represented mobile entertainment company in sale to international electronics company
Represented stereovision chipset company in sale to leading computer chip company
Represented network control software company in sale to major networking equipment company

Andrew earned his B.A. in Anthropology and History and Sociology of Science at the University of Pennsylvania and his J.D. degree at Fordham University. He is admitted to practice law in California and New York.

Andrew rides mountain bikes and is a competitive rower when not cooking and watching soccer (Manchester, Oranje, Stanford Women). In his next life or maybe this one, Andrew will live in Amsterdam. In the meantime, he spends a fair amount of time in Brooklyn.

Contact Andrew

Phone:	650.847.1055
Mobile:	650.269.0230
Fax:	650.475.8472
E-mail:	andrew@paradigmcounsel.com
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Bruce Sinift

Bruce Sinift has over 30 years’ experience advising and representing clients in real property transactions with an emphasis on commercial leasing. He has represented both commercial investors and non-profits in land development and leasing matters, as well as private parties in purchase and sale of residential property. He advises on transactions with architects and builders for custom construction projects. Bruce represents construction companies and contractors. Bruce’s leasing practice includes advising commercial tenants, landlords, buyers, sellers and real property developers. His clients range from individual property purchasers, owners and investors to commercial start-ups as well as multinational corporations.

Representative Transactions

Drafted and negotiated office leases and subleases for a variety of clients including technology companies, private investors and investment management entities:

Represented software company in negotiating multiple commercial office leases in San Francisco.
Represented established and growing database company in negotiating and drafting original office lease and subsequent multiple expansions in South Bay.
Represented individual investor as landlord in multiple commercial leases in Contra Costa County shopping developments and a stand-alone building in San Mateo County.
Represented commercial tenant in long-term shopping center lease in Santa Clara County.
Represented wealth management company in negotiating and drafting a long term office lease in Santa Clara County.
Represented database company in sublease of office space in Santa Clara County.

Drafted and negotiated purchase, sale and development agreements for commercial and residential properties, raw land, and build-to-suit transactions:

Represented investors in the sale of raw land for subdivision and residential development in Southern California.
Represented multinational company in the negotiation and drafting of purchase agreement, design agreement, governmental economic incentive agreement and build to suit agreement with the private seller and state government involving an initial eight figure investment by client.
Represented an individual investor in the development, subdivision and sale of raw land in the Bay Area.
Represented owner of improved real property in South Bay in the sale of property for residential development.
Represented high net worth individuals in the purchase, design phase and building of custom homes in the Bay Area and out of state.

Bruce earned his B.A. degree in Psychology from San Francisco State University (recipient Alumni Scholarship: highest GPA as a graduating senior in the School of Social Sciences) and his J.D. degree from University of California at Los Angeles School of Law (Distinguished Advocate, Moot Court Program).

In his spare time Bruce enjoys film, SF Giants and all things tech.

Contact Bruce

Phone:	650.838.0400
Mobile:	510.508.9666
Fax:	650.475.3959
E-mail:	bruce@paradigmcounsel.com
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Michele Nadan

Michele Nadan has over 20 years’ experience in the field of intellectual property transactions. Prior to joining Paradigm Counsel Michele was an attorney in the Products Technology and Multimedia group at Gray Cary Ware & Freidenrich (now DLA Piper) and Corporate Counsel for FileMaker, Inc. From 1997-2012 she taught a class on Intellectual Property Transactions at Berkeley Law School (formerly Boalt Hall).

Michele’s practice includes counseling clients in intellectual property and commercial business matters, drafting and negotiating a wide range of technology licensing and commercial agreements, and supporting both start-ups and in-house legal departments. Michele’s clients have included software, hardware and SaaS vendors, as well as IT departments of companies procuring technology.

Representative Transactions

Drafted and negotiated various software licenses and hardware purchase agreements for both vendors and customers.
Developed and implemented template agreements for hardware, software end user and channel distribution including OEM, distributor, reseller and sales representative agreements.
Advised software and technology companies on open source licensing compliance and other open source or “free software” models and issues.
Represented and advised clients on development and outsourcing agreements and transactions.
Assisted clients with cloud-based and software as a service (SaaS) licensing models.
Advised clients on website, internet and e-commerce issues, including terms of service and use.

Michele earned her B.S. degree in Electrical Engineering at UCLA and her J.D. degree from Boalt Hall School of Law at the University of California at Berkeley. She is also a member of the Patent Bar.

Michele’s two boys keep her plenty busy, and if she has any spare time, she enjoys reading, quilting and yoga.

Contact Michele

Phone:	650.226.3422
E-mail:	mnadan@paradigmcounsel.com
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Jenelle Cox

Jenelle Cox has over 15 years of legal experience as an attorney representing both public and private companies across a range of corporate matters. Prior to joining Paradigm Counsel, Jenelle spent 13 years as an attorney in the Corporate and Securities Group at DLA Piper.

Jenelle has extensive experience assisting private companies on their formation, corporate governance, equity financing transactions, and mergers and acquisitions.

Jenelle earned her B.A. degree from Truman State University (formerly Northeast Missouri State University), and her J.D. from New York University School of Law in 1998.

Jenelle enjoys her family, and spends what seems like nearly all of her free time at her son and daughter’s games, concerts, plays, tournaments, meetings and schools. She once was (and may yet again be) a respectable accordion player, and proudly hails from Nebraska.

Contact Jenelle

Phone:	650.269.8987
E-mail:	jenelle@paradigmcounsel.com
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Marek Adamo

Marek Adamo has more than 11 years experience as a corporate lawyer representing emerging companies, investors and public and private corporations. His areas of expertise include entity formation, venture capital financings, mergers and acquisitions, and commercial transactions. Prior to joining Paradigm Counsel, Marek practiced corporate and securities law at Jones Day and Squire Patton Boggs (formerly Squire Sanders) in Silicon Valley and San Francisco. Marek has been recognized as “Rising Star” by Northern California Super Lawyers magazine.

Marek regularly represents clients in the enterprise software, internet commerce, wearable technology, professional services and cleantech spaces. He has deep experience counseling businesses and investors in these industries through capital raising and M&A cycles.

Representative Transactions

Venture Capital

Advised a strategic investor in numerous venture capital transactions in the semiconductor and life sciences space.
Advised a wearable technology startup in connection with its first equity financing and convertible note financing by a Silicon Valley-based institutional venture investor.
Represented a sovereign wealth fund in its Series A financing of a cloud software company.
Advised an enterprise big data software startup in its Series C Preferred Stock financing.
Advised incubator and accelerator participants in connection with their incorporation and initial financing.
Represented a New York-based bank in its strategic investment in a web-based automated investment services company.

Mergers and Acquisitions

Advised a value added reseller in connection with its acquisition by a private equity firm.
Represented the founder of an education technology company in connection with its acquisition by a strategic acquirer.
Represented a website security startup in connection with its acquisition by a publicly traded web hosting firm.
Represented a global enterprise software company in its acquisition of a venture-backed expense management software company.
Advised an innovator of optical communications solutions in its cross-border spin-offs of two divisions.

Technology Transactions

Advised an enterprise software startup in the negotiation of numerous SaaS agreements with enterprise customers.
Represented a European technology company in connection with its sale of NFC-related intellectual property assets to, and license agreement with, a U.S. multinational.
Advised a hardware platform startup in connection with its exclusive license of certain patents from a university licensor.

Marek earned his B.A. in Economics from the University of California at Berkeley and his J.D. and M.B.A. from the University of San Diego. He is admitted to practice law in California.

Marek plays the trumpet and tries valiantly at the piano, ukulele and autoharp. He can often be found hiking Bay Area trails with his family.

Contact Marek

Office:	415.590.2930
Mobile:	415.375.0611
E-mail:	marek@paradigmcounsel.com
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Pamela Lambert

Pamela Lambert has over four years of legal experience representing a wide variety of corporate clients ranging from emerging growth to mid-market companies and the venture capital funds investing in those entities. Prior to joining Paradigm Counsel, Pamela practiced as a corporate associate at Royse Law Firm, PC. Before attending UCLA School of Law, Pamela was a corporate and securities paralegal at Gunderson Dettmer Stough Villenueve & Hachigian, LLP.

Pamela’s practice focuses on advising and cultivating private companies from startup to exit. She counsels and advocates for clients at all stages and on a variety of corporate transactional matters including: entity formation, preparing for and receiving angel and venture funding, attending and advising clients at board meetings, investment fund formation, corporate governance, securities compliance, corporate reorganizations, structuring and achieving an exit, and related corporate operational issues.

Pamela is an enthusiastic San Francisco Bay Area sports fan, and in her spare time, when not cheering for her favorite teams, can be found running in or training for a 5K or 10K. Pamela enjoys eating, drinking, laughing, and spending time with her family and friends.

Pamela earned her B.A. degree in Political Science from Loyola Marymount University and her J.D. from the UCLA School of Law. She is admitted to practice law in California.

Contact Pamela

Mobile:	650.996.1309
E-mail:	pam@paradigmcounsel.com

Heidi Klein

Heidi Klein has over six years of legal experience in the areas of licensing, commercial contracts, privacy, entertainment, intellectual property, and technology-based transactions. Prior to joining Paradigm Counsel, Heidi was a senior associate in the Intellectual Property & Technology Transactions group at Royse Law Firm, PC. Heidi has also held positions with Viacom Media Networks and Lewis Brisbois Bisgaard and Smith, LLP.

Heidi regularly represents and counsels domestic and multinational companies on matters involving, technology, content and open source licensing, commercial transactions, trademark and brand protection, video game licensing and distribution, privacy laws, data collection and cross border data compliance, and commercial and intellectual property aspects of financing and acquisition transactions.

Representative Matters

Drafted and negotiated agreements for inbound and outbound software as a service (SaaS), data licensing and ownership, OEM, partner development/integration, distributor, sales representative and reseller agreements, hardware purchases with licensed embedded software, end user and enterprise software licenses, and various other commercial and technology-based transactions.
Advised clients on website, internet and e-commerce issues, including terms of service and use, automatic renewal legal requirements, “influencer” obligations and false advertisement, and DMCA takedown requirements, and drafted related terms, agreements and policies.
Counseled and assisted in the development of intellectual property strategies for startups and early growth stage companies.
Drafted and negotiated video game licenses, modeling contracts and various entertainment-related transactions.
Prepared internal and consumer facing privacy and data security policies; and counseled clients regarding Children’s Online Privacy Protection Act, the California Online Privacy Protection Act of 2003 and other state, federal, and international privacy issues, including cross border data transfers and EU General Data Protection Regulation (GDPR) compliance.
Counseled clients on advertising and marketing issues, including false advertisement and unfair competition, prepared and drafted brand licensing and joint marketing agreements.
Advised clients on both inbound and outbound content development and licensing, including, photography, video, and TV content, and draft and negotiate related agreements.
Drafted and negotiated numerous trademark licenses, co-existence, and settlement agreements.
Represented clients (both on the side of petitioner and respondent) before the Trademark Trial and Appeal Board in opposition and cancellation proceedings.
Prosecuted numerous Trademark registrations before the United States Patent and Trademark Office and secure Copyright registrations.
Advised clients (investor, and both buy and sell sides) on intellectual property and commercial issues for financings, mergers and acquisitions and asset transfers.
Advised software and technology companies on open source licensing compliance and other open source or “free software” distribution and compliance issues.
Drafted and negotiated numerous nondisclosure and proprietary information agreements.
Drafted giveaways, sweepstakes and contest rules.

Heidi earned her B.A. degree in Psychology from the University of California at Santa Barbara and her J.D. degree and the Certificate in Intellectual Property Law from the Whittler Law School. Heidi was also awarded Fellowship from the Center of Intellectual Property at Whittier Law School. Heidi is admitted to practice law in California.

Heidi enjoys reading anything she can get her hands on, getting lost on reddit, and eating pizza with the perfect wine. In her spare time, when she is not hiking the hills of Silicon Valley, you can find her traveling and discovering new places.

Contact Heidi

Phone:	650.597.0740
E-mail:	heidi@paradigmcounsel.com

Cathey Edwards

Cathey has over 25 years experience as a corporate and securities paralegal, and as a corporate consultant. Prior to joining Paradigm Counsel, Cathey worked as a paralegal for Pillsbury, Madison and Sutro, Venture Law Group and Heller Ehrman.

Cathey specializes in assisting emerging, private companies with organization and incorporations, corporate transactions, state qualifications and subsidiary matters, securities compliance, private equity financings, mergers and acquisitions, diligence production and review, stock and option plan set up and administration, capitalization analyses and corporate and securities audits and investor relations.

Representative Transactions

Assist with merger transactions, acquisitions and investor communications
Prepare and maintain diligence materials and client data rooms
Assist with private equity financings and investor relations
Perform corporate stock audits and create equity ledgers and capitalization tables
Research, prepare and process securities compliance filings
Maintain corporate records, minutes and financing closing documents

Cathey graduated with a B.A. degree from Virginia Tech and completed her first year of law school at Santa Clara University School of Law.

Cathey has long been involved as a volunteer coordinating homeless services for her church with EHCLifebuilders, Bill Wilson Center and the Silicon Valley Rotating Shelter. In October 2011, Cathey incorporated and became the executive director of a new non-profit, Faith In Action Silicon Valley Rotating Shelter, an agency created to provide case management and supervision for homeless men housed at various churches and synagogues in the area. In her spare time, she enjoys biking, traveling and watching football.

Contact Cathey

Phone:	408.221.9852
Fax:	408.608.1588
E-mail:	cathey@paradigmcounsel.com
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Ashley Lu

Ashley has over 17 years of legal support experience with over six years in corporate paralegal work.

Prior to joining Paradigm Counsel LLP, Ashley worked at Orrick, Herrington & Sutcliffe as a corporate paralegal focusing on the formation and venture financing of emerging growth companies and was a legal secretary for the corporate group at Skadden, Arps, Slate, Meagher & Flom, including the landmark underwriters case, In re Worldcom.

Ashley focuses on privately-held companies at all stages of development, interspecies mergers and conversions, regulatory process and reporting, due diligence, corporate maintenance, corporate governance, foreign and domestic corporate compliances, stock administration, legal analysis and research, financings, asset sales and corporate spin-offs.

Representative Transactions

Venture Capital Financings of Emerging Growth Companies
Angel Investor Financings of Startup Companies
Sale Transactions
Mergers & Acquisitions
Assisting with IPOs and follow-on offerings
Pro Bono

Ashley received her B.A. in International Relations at University of California at Davis with a minor in Japanese and speaks fluent Mandarin.

In her spare time, Ashley enjoys spending time with family, playing volleyball, training for half marathons, helping the community and traveling

Contact Ashley

Mobile:	415.572.4676
Fax:	888.314.1036
E-mail:	ashley@paradigmcounsel.com
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Melodee Downward

Melodee has over 10 years of legal support experience, including over 7 years in management support.

Prior to joining Paradigm Counsel LLP, Melodee worked in the high-tech industry as an operations manager. Before this work, Melodee worked for White & Case LLP, taking on a dual role as a litigation paralegal and office manager. Previous experience also includes working at Gray, Cary, Ware & Friedenrich now known as DLA, as a litigation paralegal. In between working at the law firms and in a high-tech role, Melodee worked at home and raised her children. While this was a demanding job by itself, Melodee stayed active with her children’s school, becoming a PTA board member at their elementary school and working daily in the classrooms as a teacher’s aid.

Melodee received her B.S. in Business Management at University of Phoenix and is working toward completion of her Paralegal Certificate.

In her spare time, Melodee enjoys spending time with family, traveling, gardening, bike riding and baking.

Contact Melodee

Phone:	650.434.5640
Fax:	650.475.3959
E-mail:	melodee@paradigmcounsel.com

Jackie Wilkosz

Jackie brings a solution-oriented mindset and thoughtful approach that fosters creativity and innovation. She drives collaboration through dynamic partnerships to generate practical, actionable advice. Jackie’s philosophy is that the culture and values of an organization should inform the “how” in any data protection initiative.

Prior to Paradigm Counsel and Enlightened Privacy, Jackie was Senior Privacy Counsel at Intuit, the maker of TurboTax and QuickBooks . While at Intuit, she was a key player in the company’s GDPR compliance initiatives, driving cross-functional teams across the business. For example, she led the company’s records of processing initiatives and all GDPR compliance work for human resources data, which included developing strategies to handle data subject rights. She also developed intra-group agreements to help facilitate compliant cross-border transfers of EU data.

Beyond GDPR, Jackie specializes in building a structured data privacy compliance programs for companies to deploy across business units. Jackie also has experience in HR privacy issues.

Prior to Intuit, Jackie advised mostly start-up clients on U.S. and global data protection and privacy matters at Cooley LLP. Prior to Cooley, Jackie advised large and mid-size clients in global data protection and privacy compliance as well as commercial transactions at Baker & McKenzie in Chicago.

Jackie received her law degree from the University of Illinois, where she served as an Associate Editor of the Illinois Law Review. She also received a Master’s degree in Natural Resources and Environmental Sciences from the University of Illinois. Jackie is admitted to the Bar in California and Illinois. She is a Certified Information Privacy Professional (CIPP/US). Jackie also has a certification in Spiritual Psychology from the University of Santa Monica.

Contact Jackie

Phone:	(650) 564-2637
E-mail:	jackie@paradigmcounsel.com

Jennifer Han

Jennifer Han has over six years of legal experience representing private companies on a wide array of tax and corporate matters. Prior to joining Paradigm Counsel, Jennifer practiced as a senior associate in the Tax group and associate in the Corporate and Securities, and Mergers and Acquisitions groups at Royse Law Firm, PC.

Jennifer’s practice focuses on advising and representing emerging growth to mid-market companies on a variety of corporate and transactional matters including: entity formation, private equity financings, general corporate governance, securities compliance, corporate reorganizations, other strategic transactions, and related tax matters.

Jennifer earned her B.A. degree in Organizational Sociology from University of California, Davis, her J.D. degree and Business Certificate of Concentration from the University of the Pacific, McGeorge School of Law, and her LL.M. in Taxation from University of San Francisco School of Law. She is admitted to practice law in California.

Jennifer enjoys cooking (and eating) all types of cuisines and is an avid San Jose Sharks fan. In her spare time, she enjoys hunting, abalone diving, admiring classic cars, using power tools, and running around Home Depot.

Contact Jennifer

Phone:	(650) 382-3252
E-mail:	jennifer@paradigmcounsel.com

David Fligor

David Fligor has over 17 years’ experience primarily focused on technology transactions and intellectual property strategy, counseling and protection. David also teaches Technology Licensing as an adjunct professor at the Santa Clara University School of Law.

David has advised technology and digital media companies at Wilson Sonsini Goodrich & Rosati, Progress LLP and his own solo law practice. David also brings a deep understanding of client challenges having worked for a substantial part of his career as a senior in house lawyer for public and private technology companies, including as General Counsel and Associate General Counsel. He also spent more than 3 years as a corporate and business development executive for public technology companies.

David has advised in a wide range of industries spanning semiconductors, mobile broadband infrastructure, networking, video storage and streaming technology, IoT, SaaS, enterprise software, contract manufacturing, medical devices, mobile apps, and clean technology.

Representative Transactions

IP, Technology and Commercial Transactions

Drafted and negotiated various domestic and international development and distribution agreements.
Developed and negotiated various supply chain and logistics agreements, including contract manufacturing, component supply, ODM, and forward/reverse logistic services.
Drafted and negotiated various software license agreements for vendors and customers.
Assisted clients with SaaS agreements.
Advised technology companies on open source licensing compliance and other open source models and issues.
Advised clients on website, internet and e-commerce issues, including terms of service, privacy policies, and DMCA notice and takedown.
Drafted and negotiated patent license and patent acquisition agreements.

Dispute Resolution

Managed outside counsel in cases involving competitors and non-practicing entities from inception to settlement.
Drafted and negotiated patent litigation settlement and cross-license agreements resolving bet-the-company litigation between competitors.
Represented clients in mediations to resolve intellectual property and commercial disputes.
Drafted and negotiated settlement agreement to avert copyright infringement litigation.

David earned his B.S. degree in Electrical Engineering at the University of Cincinnati and his J.D. degree from the Georgetown University Law Center. He is also registered to practice before the US Patent and Trademark Office.

David previously served on the Board of Directors of HomeFirst Services of Santa Clara County and has provided pro bono legal assistance through the LACY Guardianship Representation Project of the Law Foundation of Silicon Valley.

In his spare time, David reads, plays basketball and disc golf, coaches youth basketball and baseball, spends time with his wife and two kids, and attempts to stay current on emerging legal technologies.

Contact David

Phone:	415-310-8543
E-mail:	david@paradigmcounsel.com

Jon Golub

Jon Golub has more than 12 years of experience as a tax attorney, advising all types of companies and founders with respect to the tax consequences of business transactions. Prior to joining Paradigm Counsel, Jon practiced at the Royse Law Firm, PC in Silicon Valley, Los Angeles, and Orange County, as a tax attorney to corporations, LLCs, limited partnerships, investment funds, S corporations, foreign entities, investors, founders and other individuals. Jon also regularly acts as co-counsel to non-tax attorneys, at more than 20 California law firms, helping them better serve the needs of their clients as their de facto outsourced tax department.

Jon’s advice often starts with the formation of a new business, where he helps founders with entity selection and determination of an optimal corporate structure. Decisions regarding the initial capitalization and equity compensation have lasting impact on the company and founders, and Jon advises as to the proper structuring and drafting of stock grants, option plans, incentive plans, profits interests and other equity-linked compensation arrangements. As a business grows, equity vests and often trades hands, creating additional tax planning opportunities and pitfalls. Jon has advised as to the tax consequences and drafting of the legal documentation for more than 150 M&A transactions, including, typical exits, joint ventures and other business combinations.

Jon performs a similar function for investment funds by recommending a structure for the fund, which is often driven by tax concerns, and preparing the legal agreements to create and capitalize the fund. He has represented typical venture capital funds, specialized funds that purchase equity in secondary markets, real estate funds, funds that target particular industries (ranging from health/biosciences to agriculture), and the organizers of special purpose vehicle (SPV) investments.

Jon earned his B.S. in astrophysics from UCLA, his J.D. from Washington and Lee University, and his L.L.M. in tax from NYU.

When Jon isn’t at work, he is typically either traveling, gardening, woodworking or carting his two sons between school and sports.

Contact Jon

Phone:	714-357-6373
E-mail:	jon@paradigmcounsel.com

Tim Coxon

Tim Coxon is a corporate and securities law attorney who counsels private
investment fund sponsors on fund formation, operations, compliance and
investment transactions. Tim also represents startup and emerging growth
companies on incorporation, financings, mergers and acquisitions and general
corporate matters.

Prior to joining Paradigm Counsel, Tim served for three years as in-house
counsel to Ackrell Capital, an SEC-registered investment bank, where he managed
the firm’s cannabis fund operations and advised on the firm’s private placement
and M&A engagements. Tim previously spent nine years at Royse Law Firm, a
Silicon Valley corporate and tax firm, where he focused on venture capital fund
formation, corporate finance transactions and mergers and acquisitions.

Prior to law school, Tim developed financial and economic analyses for use in
corporate litigation and regulatory matters as a consultant with LECG, a global
expert services and consulting firm. Tim also served for seven years as an
adjunct professor in the MBA program at the Santa Clara University Leavey School
of Business.

Tim holds a J.D. from the Santa Clara University School of Law, an M.A. in
Mathematics from San Francisco State University, and a B.A. in Mathematics from
the University of Texas at Austin.

Representative Matters

Private Funds

Formed transportation-focused venture capital fund and negotiated fund
terms and side letter with the fund’s anchor investor, a multinational
automobile manufacturer
Advised fund sponsor on restructuring of Cayman venture capital fund
involving transfer of the fund’s securities portfolio, redemption of the
fund’s lead investor and capital infusion by a German private equity firm
Formed a series of sustainable technologies-focused venture capital
funds with a high-profile West Coast family office as the anchor investor
Developed web-based securities offering and closing process for the
sponsor of a series of special purpose vehicles formed to invest in
early-stage technology companies
Formed special purpose vehicle to make a secondary acquisition of the
preferred stock of a cloud-based enterprise contact center company, and
negotiated side letter with high-profile East Coast family office anchor
investor
Represented hedge fund manager in negotiating and structuring equity
participation agreement for advisor
Advised fund management company’s ex-partner in a dispute regarding his
clawback obligation under the company’s governing agreements
Advised private wealth management firm on terms of venture capital,
private equity and hedge fund investments being considered for the firm’s
clients

Corporate Transactions

Advised venture capital fund in its preferred stock financings of food
technology company, AI-powered grocery delivery company and home-delivery
smart box company
Represented lead investor in Series B financing of social media company
focused on college search and application process
Represented technology consulting firm in formation of joint venture
with a national CPG company to develop a line of personal care products
Represented Brazilian shipping and logistics software company on
corporate reorganization and Series B financing involving creation of LLC
subsidiary and investment by a global investment bank
Represented cannabis and tobacco vaporizer technology company in its
convertible note and Series A financings
Represented US-based clothing manufacturer in its note and warrant
financing transaction with a private investor group
Represented Canadian online auto sales platform in its sale to a US auto
group of a 51% interest and option to acquire the remaining 49%

Contact Tim

Phone:	(707) 484-0407
E-mail:	tcoxon@paradigmcounsel.com

Danielle Lan

Danielle Lan is a corporate lawyer representing companies and investors in a variety of corporate and transactional matters. Her practice emphasizes technology and emerging growth industries and Danielle has extensive experience assisting clients on entity formation, debt and equity financings (company and investor side representation), mergers and acquisitions, commercial transactions and general business operational matters.

Previously, Danielle practiced in the area of municipal finance law where she represented the State of California, cities, counties, and securities underwriters in tax-exempt financial transactions. Prior to joining Paradigm Counsel, Danielle practiced law at Sidley Austin LLP and Orrick, Herrington & Sutcliffe LLP.

REPRESENTATIVE TRANSACTIONS:

Corporate Formations and Financing

Company counsel to emerging growth companies, providing assistance in entity formation, general corporate organizational matters, establishment of stock option and equity incentive plans, capitalization table management, debt and equity investment transactions and drafting and negotiating various service and commercial agreements.
Represents US medical device company on its various financings, including its recent joint partnership with a publicly traded US medical device company, with a buyout option component valued at $30 Million.
Counsel to Japanese venture fund in its various preferred investment financings, providing assistance in transactional diligence and negotiating and reviewing of financing documents.
Advised company specializing in spatial intelligence technology and AR in its recent issuance of Series A Preferred Stock that included domestic and offshore institutional venture investors.
Advised US Fintech company specializing in trading of digital assets in its formation, seed investment financing and issuance of Series A Preferred Stock.
Advised US Agtech company specializing in production of on-demand distributed electricity in its reincorporation from a California to Delaware entity and its issuance of Series A Preferred Stock.

Mergers and Acquisitions

Advised video game company in its acquisition by a public company in a cash for stock transaction valued at $50 Million.
Advised company that produces products for beekeeping operations in its acquisition by a competitor in the same industry.
Advised a digital media company in its stock sale to the US subsidiary of a Canadian public company, with employment retention components for the founders.
Advised company that produces semiconductor products in its acquisition by a public company.

Technology and Commercial Transactions

Advised company offering PAAS solution for managing clinical and research data in the life sciences field.
Advised supply chain management company in connection with negotiation of its commercial contracts, including service level agreements with Google.
Served as US counsel to Japanese manufacturing company specializing in car parts in connection with negotiation of its US contracts, including service agreements with Tesla Motors and Atieva (d/b/a Lucid Motors).
Advised a closely held company in its implementation of an employee stock ownership plan, funded in part with a $3 Million loan from Bank of America.

Danielle earned her B.A. degree in International Relations from Pomona College and her J.D. degree from New York University School of Law in 2002. Danielle is fluent in Mandarin Chinese.

In her spare time, Danielle enjoys camping with her family and kayaking the Smith River along the California-Oregon border.

Contact Danielle

Phone:	650.242.5194
E-mail:	danielle@paradigmcounsel.com

Alan Gutterman

Alan has extensive experience as a partner and senior counsel with internationally recognized law firms counseling small and large business enterprises in the areas of general corporate and securities matters, venture capital, mergers and acquisitions, international law and transactions, strategic business alliances, technology transfers and intellectual property.

Alan has also held senior legal and management positions with several technology-based businesses.

He is a prolific author of practical guidance and tools for legal and financial professionals, managers, entrepreneurs and investors. Making him one of the best-selling individual authors in the global legal publishing marketplace.

Alan has been an adjunct faculty member at several colleges and universities, including Berkeley Law, Golden Gate University, Hastings College of Law, Santa Clara University and the University of San Francisco, teaching classes on corporate finance, venture capital, corporate governance, Japanese business law and law and economic development.

He has also launched and oversees projects relating to sustainable entrepreneurship and ageism.

Alan received his A.B., M.B.A., and J.D. from the University of California at Berkeley, a D.B.A. from Golden Gate University, and a Ph. D. from the University of Cambridge.

Contact Alan

Phone:	510-684-4421
E-mail:	alan@paradigmcounsel.com

Our attorneys and paralegals are all highly experienced, responsive and strategic thinkers. We know your technology, business model and execution challenges. We see ourselves as a part of the business team with a shared mission to make your business objectives a reality.

Representative Transactions

Contact Maureen

Representative Transactions

Contact Kenneth

Representative Recent Transactions

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Representative Transactions

Contact Bruce

Representative Transactions

Contact Michele

Contact Jenelle

Representative Transactions

Contact Marek

Contact Pamela

Contact Heidi

Representative Transactions

Contact Cathey

Representative Transactions

Contact Ashley

Contact Melodee

Contact Jackie

Contact Jennifer

Contact David

Contact Jon

Contact Tim

REPRESENTATIVE TRANSACTIONS:

Corporate Formations and Financing

Mergers and Acquisitions

Technology and Commercial Transactions

Contact Danielle

Contact Alan

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