People

Don Keller Head of Corporate Development Mergers & Acquisitions, Technology Companies Group

Silicon Valley

Don Keller is Head of Corporate Development at Orrick, handling internal and external corporate development matters.

In 2020 and 2021, Don founded and served as CEO of Joinder, a SaaS engagement platform that provides a system of record for legal projects and files/documents, which was acquired by Brightflag.

Prior to founding Joinder, Don spent his legal career as a corporate partner at Orrick and Venture law Group advising high growth technology companies, public companies, venture capital firms and investment banks. He advised clients on more than 60 public offerings, 75 acquisition transactions and several hundred venture financings.

Chambers USA recognized Don for his work, noting he is "valued for his knowledge of venture capital firms and his strength in advising technology companies on public offerings, acquisition transactions and venture financings. One client insists that 'I would not dream of starting a company without him as my outside counsel.'"

Don held many leadership positions at Orrick. Don most recently led Orrick’s Technology Sector, which is one of the three focus areas (along with energy and finance) for the firm. Don is a former member of Orrick’s Board of Directors, served as head of the firm’s global corporate practice, served as head of the firm’s Silicon Valley Office and served as co-head of the firm's diversity efforts.

Don also previously served for many years on the Executive Committee of Venture Law Group.

Don recently represented companies being sold in the following transactions: Wavefront to VMware; Nervana to Intel; TOA to Oracle; Altiscale to SAP; Mainframe2 to Nutanix; Sailthru to Campaign Monitor; Twin Prime to Salesforce; 3Scale to Red Hat; Vendavo to Francisco Partners; FoodyDirect to Goldbelly; Yieldex to AppNexus; and LS9 to Renewable Energy Group.

Don led transactions for Google (Nasdaq GS: GOOG), Oracle (Nasdaq GS: ORCL), Tibco (Nasdaq GS: TIBX), Adaptec (Nasdaq GS: ADPT), Shutterfly (Nasdaq GS: SFLY), Martha Stewart Living Omnimedia (NYSE:MSO), Sum Total Systems (Nasdaq GS: SUMT) and Rambus (Nasdaq GS: RMBS).  Don also represented many investment banking clients in public offering transactions, including representing Goldman, Sachs & Co. in offerings for many issuers.

Don also is a past member of the Board of Overseers of Boston College Law School. 

Meghan Kelly Partner Trials, Complex Litigation & Dispute Resolution

New York

Meghan Rohling Kelly is a trial lawyer and litigation partner who tries cases across the country. She has served as litigation and trial counsel for chemical, pharmaceutical, automotive, biotechnology, manufacturing and food companies in their most important cases. Drawing on her winning track record in front of juries, Meghan strategically prepares clients’ cases from the beginning to put them in the best position to achieve a favorable outcome.

John Keohane Senior Counsel Public Finance

New York

John J. Keohane, senior counsel in the New York office, is a member of the Public Finance Group, which ranks first in the nation in the dollar volume of financings for which it serves as bond counsel and underwriters counsel.

John has extensive experience in the area of municipal finance. Recently he has concentrated his practice on financings for student loans and housing, but he also has a considerable background in financings for hospitals, stadiums, industrial development projects, and educational facilities, as well as in tax receivable financings.

Prior to joining Orrick, he was a partner at Hawkins, Delafield & Wood. Prior to that he was an investment banker, an officer of a debt-issuing state agency, and a research director for various committees of the New York State Legislature.

Anne-Sophie Kerfant Partner Tax

Paris

Anne-Sophie Kerfant, a lawyer focusing on tax law and employee benefits, is the head of the Tax group at Orrick Rambaud Martel in Paris.

She advises French and foreign industrial companies and financial institutions on financing transactions (capital markets and structured finance), mergers and acquisitions in France and abroad, as well as on restructurings.

She is also experienced in setting up employee shareholding plans for employees and high-level executives of French and foreign companies.

In addition, Anne-Sophie assists natural persons with the management and conveyance of their assets and liabilities, and follows up on their tax inspections and tax litigation.

After having started her career in the tax management department of Ford France and spending 13 years at Shearman & Sterling, Ms. Kerfant joined Orrick Rambaud Martel in 2007 and has been Office leader of the Paris office between 2014 and 2018.

Dr. Carsten Kern, LL.M. (KCL) M.A. Managing Associate International Arbitration & Dispute Resolution

Düsseldorf

Carsten is a member of the International Arbitration Group based in Düsseldorf

His practice is focused on national and international commercial and investment arbitration proceedings.

Carsten acts as counsel, as administrative secretary and as arbitrator. He has experience with arbitral proceedings under the auspices of all major arbitral institutions and rules (e.g. ICC, DIS, SCC, LCIA, SCAI, VIAC, UNCITRAL, ICSID, ad hoc).

Carsten is a lecturer in International Arbitration Law at the Vienna University of Business and Economics. He regularly publishes on topics related to international arbitration.

Katherine Kerrick Associate Intellectual Property, Trademark, Copyright & Media

Boston

Katherine "Katie" Kerrick is an Associate in the Intellectual Property group in Boston. Her practice focuses on Trademark, Copyright, Trade Secrets, and False Advertising litigation and Trademark prosecution.

Katie's litigation experience includes reviewing documents, assisting with trial and witness preparation, drafting motions, oppositions, and replies, and preparing expert reports. Katie has also worked with appellate teams, assisting with briefs and preparing for oral argument before the Supreme Court. Her trademark prosecution and transactional experience includes trademark clearance, applications, oppositions, drafting cease and desist letters in both copyright and trademark matters, and representing parties on both sides of Uniform Domain-Name Dispute-Resolution Policy disputes.

Katie is a graduate of the Franklin Pierce University of New Hampshire School of Law. While in law school, she externed for the Honorable Joseph Laplante of the United States District Court for the District of New Hampshire. She also participated in the IP & Transactional Clinic and published a paper on trademark registrability for political slogans. She focused her studies on the Intellectual Property and Sports and Entertainment fields, obtaining specialization certificates in Intellectual Property Law, Sports Law, and Entertainment Law. Katie also received the Sports and Entertainment Institute's Entertainment Award in 2020.

Kyle Kessler Senior Associate Cyber, Privacy & Data Innovation, Global Compliance & Regulatory

Los Angeles

Kyle provides proactive counseling to guide clients through the potential risks and liabilities in connection with data security and privacy, including federal and state laws such as the California Consumer Privacy Act (CCPA) and the EU General Data Protection Regulation (GDPR).

She works with clients to develop internal privacy and security compliance programs, including assisting with privacy audits and data mapping, valuating privacy and security risks in corporate transactions, drafting and negotiating data-related vendor and arrangement contracts, meeting with teams to assist with privacy by design, developing internal and external privacy policies for employees, customers, and contractors, drafting and training on the implementation of consumer rights requests, and developing comprehensive security programs and policies. Many of her clients are international, and she regularly advises them on data governance and transfer issues in countries around the world, including assisting clients with navigating the EU General Data Protection Regulation (GDPR).

Kyle partners with her clients to provide practical business counsel, with an in-house and outside counsel perspective. She regularly counsels startups and tech companies through the funding life cycle, or in connection with the launch of innovative technology, products, or platforms. With a background in marketing, public relations and communications, she brings over a decade of business acumen and experience to her work.

With a robust consumer protection practice, Kyle regularly advises clients on print advertisements, product placement and media agreements, endorsements, credit card processing requirements, gift card governing regulations, loyalty programs, claim substantiation, and retail sales laws for brick-and-mortar and online channels. Kyle also assists clients in developing, implementing, and administering all aspects of promotions and customer-facing programs, including price comparisons, rewards programs, influencer programs, contests and sweepstakes, and text messaging campaigns. She also assists clients in developing disclosure and consent frameworks in compliance with privacy and consumer protection regulations.

Before joining Orrick, Kyle was an in-house attorney at a Forbes 100 Largest Private Companies, and has experience in the retail industry working in, among other things, data protection, incident response, unfair and deceptive trade practices, retail laws, and consumer protection matters.

Dr. Nicholas Kessler, LL.M., EMBA Partner International Arbitration & Dispute Resolution, Complex Litigation & Dispute Resolution

Düsseldorf

Dr. Nicholas Kessler, Partner in the Düsseldorf Office, is a member of the International Arbitration Group. Nicholas' practice focuses on national and international arbitrations and complex litigations, predominantly with regard to post-M&A and corporate law disputes, investment protection cases, product liability and particularly to construction disputes.

Nicholas has extensive experience with arbitral proceedings under the auspices of all of the major arbitral institutions and rules (e.g., ICC, DIS, SCC, LCIA, UNCITRAL, ICSID, ad hoc).

Nicholas graduated from law school in 2003 (University of Munster), earned a PhD in law and an Executive Master of Business Administration (M&A) in 2005 and was allowed to the German bar in 2007. In 2008 he received a Master of Laws diploma from the University of Cambridge (UK) and was entered on the roll as Solicitor of England & Wales in 2010.

Dr. Kessler is a visiting lecturer at the University of Münster and teaches the international arbitration and mediation in the university's post graduate program on mergers and acquisitions. He frequently publishes and holds speeches on arbitration and litigation-related topics.

Lauren Kessler Managing Associate White Collar, Investigations, Securities Litigation & Compliance, Complex Litigation & Dispute Resolution

San Francisco

Lauren is a litigation associate in Orrick’s San Francisco office. Her practice spans cybersecurity and privacy matters, trade secret defense and enforcement, complex commercial disputes, government and internal investigations, and regulatory enforcement actions.

Lauren’s cybersecurity and privacy experience includes defending companies against class action litigation and contractual disputes following the announcement of cybersecurity and privacy incidents, as well as counselling clients on incident response and remediation.

In her commercial practice, Lauren represents companies as both plaintiffs and defendants in a wide range of civil disputes including claims of trade secret misappropriation, breach of contract, and breach of fiduciary duty. Lauren also has experience defending individuals and companies against investigations and subsequent enforcement actions brought by the SEC and OCC. 

Lauren is passionate about her pro bono practice and community service. Lauren will soon argue before a California Court of Appeal to have her client’s life sentence vacated due to fundamental changes in California’s felony murder law. Lauren is also representing a Guatemalan father and daughter seeking Federal Tort Claims Act relief after they were forcibly separated at the U.S. border while seeking asylum. In addition, the Justice & Diversity Center of the Bar Association of San Francisco recognized Lauren as an Outstanding Volunteer in Public Service in 2018 for her work helping homeless clients clear outstanding warrants barring them from access to federal benefits.

Thomas Kidera Partner Complex Litigation & Dispute Resolution, Trials

New York

Tom Kidera helps navigate companies through crisis. Whether handling sensitive investigations or litigating billion-dollar cases, Tom brings a creative approach and dogged dedication to his clients and their needs. As a partner in the firm's Complex Litigation and Dispute Resolution group, Tom represents auditing firms, financial institutions, and the Firm's infrastructure clients in complex commercial litigation and regulatory enforcement proceedings.

He is particularly knowledgeable about issues of force majeure and catastrophic market disruption, having served on a team of Orrick lawyers whose force majeure-related victory on behalf of long-time client, Hemlock Semiconductor LLC, was declared a Top 10 Business Case of 2010-2019 by the Michigan Bar Journal.

Tom represents audit firms and accountants in regulatory proceedings commenced by the SEC and the PCAOB as well as civil litigations. He has experience managing and conducting large scale internal investigations, liaising with regulators, remediating problems, and managing risk and liability in delicate circumstances.

Tom also has litigated structured finance issues for his entire career, representing securitization sponsors and mortgage loan servicers in an array of litigations from securities fraud and loan repurchase disputes to ERISA and consumer class actions, also consulting and advising on the interpretation of securitization documents and events of default.

In addition, Tom advises the Firm's energy and infrastructure clients on litigation matters, previously having served as a member of the Orrick team representing Hemlock Semiconductor (a leading producer of solar-grade polycrystalline silicon) in commercial proceedings throughout the U.S. and around the globe.

Tom maintains an active pro bono practice representing asylum seekers and U.S. veterans seeking discharge status upgrades. Tom is also active in firm recruiting and retention efforts, serving on the hiring and summer program committees in New York, as well as the Professional Development Committee. He was a summer associate in the firm’s New York office in 2009.

Brian Kim Managing Associate Technology Companies Group, Mergers & Acquisitions

Seattle

Brian advises emerging growth companies and their investors in a variety of matters, including formation, financings, exits and corporate governance.

Brian is a Seattle-based lawyer in Orrick’s Technology Companies Group. He combines his corporate law experience with academic and personal background and interests in technology and life sciences to provide pragmatic advice to start-ups, founders and investors.

Brian also has extensive experience in domestic and cross-border M&A transactions advising sellers, targets, buyers and private equity sponsors across a wide array of industries, including software, healthcare, manufacturing, food and beverage, agribusiness, financial services and natural resources.

Daniel S. Kim Partner Technology Companies Group, Mergers & Acquisitions

Santa Monica; Orange County; Los Angeles

Dan is a founding member of Orrick's Santa Monica Office and a partner in Orrick’s Technology Companies Group where he advises disruptive technology companies at all stages of their life cycles.

Dan has a general business and corporate law practice, representing both emerging and public companies in a variety of matters, including corporate and securities law, venture capital financings, mergers and acquisitions, de-SPAC transactions, day-to-day general corporate matters, structured liquidity programs, public offerings, Securities and Exchange Commission reporting and compliance and corporate governance.

Dan began his legal career in Silicon Valley and works with a significant number of clients in Southern California, the San Francisco Bay Area and around the world.  Dan is also an Adjunct Professor at Loyola Law School. 

Dan’s current and former representations include:

• Beyond Meat
• Ceradyne
• Compellent Technologies
• GitHub
• Luminar Technologies
• Momentus
• Outward
• Pinterest
• Planet Labs
• Spectrum Pharmaceuticals
• ZestFinance

 Dan also has represented numerous venture capital and private equity investors including Founders Fund, Kapor Capital, Storm Ventures, Warburg Pincus, Wicklow Capital and many others.  

 Representative matters include:

VENTURE CAPITAL FINANCINGS

• Represented Luminar Technologies in its $250 million worth of venture capital financings and $184 Series X Preferred Stock financing
• Represented Pinterest in its $150 million Series H Preferred Stock financing
• Represented a developer of therapeutics for acute and chronic cardiovascular, and autoimmune and inflammatory diseases in its $60 million Series C Preferred Stock financing
• Represented the lead investor in the $96 million Series D-2 Preferred Stock financing of a leading cloud provider of tax compliance automation for businesses of all sizes
• Represented a strategic investor in the $73.5 million Series E Preferred Stock financing of a fuel-cell manufacturer
• Represented the lead investor in a $52 million Series D Preferred Stock financing of a renewable oil and bioproducts company
• Represented a specialty pharmaceutical company in its $45 million Series C Preferred Stock financing
• Represented a provider of mobile marketing solutions in its $22 million Series E Preferred Stock financing
• Represented a women’s healthcare company in its $15 million Series C Preferred Stock financing
• Represented a data analytics company in its $15 million Series A-1 and Series A-2 Preferred Stock financing
• Represented a provider of biological software in its $15 million Series E Preferred stock financing
• Represented the lead investor in the $15 million Series C Preferred Stock financing of an advertising technology company
• Represented a provider of converged cloud storage and application optimization products in its $12 million Series B Preferred Stock financing
• Represented the lead investor in the $6.5 million Series C Preferred Stock financing of a manufacturer of devices designed to optimize rapid perfusion and clot removal in the treatment of patients suffering from ischemic stroke
• Represented a provider of imaging solutions for the home furnishings industry in its $6.5 million Series A Preferred Stock financing
• Represented the lead investor in the $5 million Series B Preferred Stock financing of a SaaS wellness company
• Represented the lead investor in the $5 million Series A Preferred Stock financing of a producer of advanced cell separation tools and accessories to support regenerative medicine workflows
• Represented dozens of other technology companies, venture capital firms, strategic investors, and angel investors in various preferred stock financings, convertible note financings and other private company capital-raising transactions.

MERGERS & ACQUISITIONS

• Represented Luminar Technologies in its $3.4 billion SPAC merger with Gores Metropoulos
• Represented Momentus in its $1.2 billion SPAC merger with Stable Road Acquisition Corp
• Represented Planet Labs in its acquisition of Terra Bella Technologies from Google
• Represented Yes in its sale to Twitter
• Represented a publicly-traded, commercial-stage biotechnology company in its acquisition of a biopharmaceutical company for $45 million in cash and stock, and future earn-outs of up to $195 million
• Represented Ceradyne in its sale to 3M Company for $860 million in an all-cash tender offer
• Represented Compellent Technologies in its sale to Dell for $940 million
• Represented ZestFinance in its joint venture with JD.com in China
• Represented a managed services provider in its carve-out acquisition of the managed IT services division of a full-lifecycle spatial systems integrator
• Represented a leading designer of mobile device accessories in its acquisition of an emerging mobile device accessories company
• Represented a premier supplier of advanced technology products for the ruggedized electronics military market in its sale to a publicly traded, global manufacturer of aircraft products
• Represented and successfully defended Qualstar Corporation against a hostile tender offer and defeated an activist shareholder in a proxy contest
• Represented a private equity firm in its acquisition of a nationally branded dental laboratory and in its three follow-on acquisitions of leading dental laboratories
• Represented a private equity firm in its acquisition of a platform chiropractic software company and in its follow-on acquisition of a leading chiropractic software company
• Represented a portfolio company of a private equity firm in its strategic acquisition of a provider of contact center solutions and managed services
• Represented a private equity firm in its acquisition of an independent provider of innovative communications solutions
• Represented Cortex Pharmaceuticals in its acquisition by merger of Pier Pharmaceuticals
• Represented a venture capital firm in its acquisition of the assets of a biopharmaceutical company in an assignment for the benefit of creditors proceeding, and in its subsequent sale of such assets to a clinical-stage, publicly traded biopharmaceutical company
• Represented a publicly traded leader in high performance computing in its acquisition of a Japanese sales and service organization
• Represented various other companies and institutional investors in buy-side and sell-side engagements, involving both public and private company targets and acquirers

PUBLIC OFFERINGS & PIPEs

• Represented Luminar Technologies in its going public de-SPAC transaction with Gores Metropoulos
• Represent Momentus in its going public de-SPAC transaction with Stable Road Acquisition Corp.
• Represented Beyond Meat in its initial public offering
• Represented Silvair in its initial public offering on the Warsaw Stock Exchange (a case of first impression)
• Represented First Foundation Inc. in its initial public offering
• Represented underwriter Goldman, Sachs & Co. in the $98.7 million follow-on offering of InterMune
• Represented Quark Pharmaceuticals, Inc. in its contemplated initial public offering
• Represented Pacific Mercantile Bancorp in three secondary offerings of common stock
• Represented Pacific Mercantile Bancorp in its $11.2 million and $26.3 million PIPE offerings
• Represented various other issuers in follow-on offerings and PIPE offerings including XenoPort, NovaBay Pharmaceuticals, and Anesiva

 PUBLIC COMPANY REPORTING AND SEC COMPLIANCE

• Prepared SEC filings and advised on various securities law and corporate governance matters for dozens of publicly traded companies including Anesiva, Avigen, Ceradyne, CKE Restaurants, Cortex Pharmaceuticals, Deckers Outdoor Corporation, EMCORE Corporation, NovaBay Pharmaceuticals, Pacific Mercantile Bancorp, Power Integrations, Qualstar Corporation, Spectrum Pharmaceuticals and XenoPort