Isaac E. Chao

Isaac is a trusted advisor to his clients, serving as deal counsel on strategic transactions (M&A, venture capital, equity and debt investments, securities offerings), advising on compliance with securities laws and exchange listing requirements (i.e. NASDAQ), and providing ongoing advice as outside general/corporate counsel. While his clients operate successful businesses in a variety of industries, they are concentrated in the technology sector—and more often than not, have substantial international, cross-border operations.

Practice Specifics

Isaac has served as deal counsel on a number of strategic and financial transactions, including mergers, stock and asset sales, preferred equity (e.g. venture capital) financings, and convertible note and SAFE financings. While he has advised on transactions ranging in value from under $1 million to over $1 billion, his deal experience is concentrated on the middle market (deals valued at $100 million-$500 million).

Isaac provides ongoing advice to his clients (which includes issuers and other reporting persons under the ’34 Act) on compliance with federal and state securities laws and exchange listing requirements. His issuer side representation includes preparing annual reports (20-F), periodic reports (6-K), planning all aspects of the annual shareholders’ meeting/serving as Corporate Secretary, SEC/NASDAQ compliance (Board Diversity, ESG Rules, Conflict Minerals), internal compliance (e.g. 10b5-1 trading plan) and serving as deal counsel on capital markets transactions (Form F-1, Form S-3). His representation of non-issuer Section 16 reporting persons includes preparation of director questionnaires, reports on Schedule 13D, and statements on Form 3, Form 4, and Form 5.

An important pillar of, and one of the most rewarding aspects of Isaac’s practice, is providing outside general/corporate counseling to technology clients, including ongoing advice re: corporate governance (including multi-class stock and voting structures), founder and advisor compensation/equity issuances (including Form D and blue sky filings (25102(f), 25102(o)), director and officer indemnification and insurance, independent contractor and employee considerations, equity incentive plans, recapitalizations; management/formation/operation of international subsidiaries; and cap table management (e.g. via Carta). Due to the IP-centric nature of Isaac’s client base, he is often called upon to support IP portfolio workstreams, including licensing, purchase/sale of IP, invention assignment agreements, and negotiating SaaS/commercial use agreements.

Isaac’s enthusiasm for and focus on the technology sector and start-ups extends to his pro bono practice—he is longstanding counsel to ShelterTech, an award winning San Francisco based 501(c)(3) that provides technology to persons experiencing homelessness -- and has provided formation and corporate advice to a number of social impact start-ups affiliated with the Halcyon Incubator and Lawyers for a Sustainable Economy (LSE).

Education and Technical Background

While earning his JD at Fordham University School of Law, where he was a Mary Daly Scholar and member of the Dean's List, Isaac served as an intern with the civil division of the US Attorney's Office for the Eastern District of New York and the Chambers of the Honorable Harold Baer, Jr. of the Southern District of New York. Prior to law school, Isaac worked in engineering and technology on the east coast with a focus on fiber optic technology and enterprise hardware and software. His senior research project with the Rutgers School of Engineering, Honors Engineering Program, is titled "Polymer-based Hollow Waveguides for the Delivery Of Terahertz Radiation."

Experience

Xoriant Corporation, a premier software engineering and Digital IT services provider to Fortune 100 customers, in its sale to ChrysCapital.
Rewrite Therapeutics, Inc., a leading genome editing company focused on developing curative therapeutics leveraging CRISPR-based technologies, in its sale to Intellia Therapeutics, Inc. (NASDAQ: NLTA) in a transaction valued up to $200 million (inclusive of earn-outs and contingent payments).
Aarki, Inc., an AI-enabled mobile marketing platform, in its sale to Skillz (NYSE: SKLZ) for approximately $150 million in cash and stock.
Prosidyan, Inc., a developer of proprietary fiber-based bioactive glass orthobiologics products used as a bone graft substitute, in its sale to a subsidiary of Johnson and Johnson.
McCormick Foods (NYSE: MKC) in the sale of its Kitchen Basics line of ready-to-use stocks and broths to Del Monte Foods, Inc.

Comoto Holdings and its private equity sponsor Prospect Hill Growth Partners (f/k/a J.W Childs Equity Growth Partners) in a number of convertible preferred equity financings for its motorcycle accessories/apparel/parts businesses.
Aflac Inc. in its acquisition of a business essential software assets from the estate of a startup company undergoing dissolution by way of the California assignment for the benefit of creditors process.*
Alleghany Corporation (NYSE: Y) (by way of its subsidiary, Alleghany Capital Corp.) in its acquisition of Jazwares, LLC, a leading toy and consumer electronics company.*
Leading private security firm / government contractor in its proposed roll-up acquisition of a regional competitor.
Numerous real estate and logistics clients on joint ventures.*

Simpl, Inc., a leading fintech company in the buy now pay later space, in its $40 million Series B preferred equity and convertible note venture financing led by Valar Ventures and IA Ventures.
John W. Childs’ family office in numerous investments, including as lead investor in a $20.7 million Series A preferred equity venture capital financing in VeraDermics, a dermatology startup founded by medical doctors, and a $35.2 million convertible note investment in a global energy products and services holding company.
Maternal Newborn Health Innovations, a U.S. based public benefit corporation, in its $26 million Series A financing round led by AXA IM Alts.
Luminous Computing, a leading AI/photonics architecture chipmaker (with total venture funding >$100 million to date) in general corporate matters, including equity grants to non-U.S. service providers.
Xilinx, Inc. (NASDAQ: XLNX) in corporate venture financing investments in emerging companies, including in the form of preferred equity, SAFEs, and convertible notes.

Boston Scientific Corporation (NYSE: BSX) in corporate venture financing investments in emerging companies, including in the form of preferred equity, SAFEs, and convertible notes.
Danger Devices, a fabless semiconductor startup with headquarters in Silicon Valley and operations worldwide, in its Series A and Series B preferred equity financings.*
Gravel Inc., a construction technology company with headquarters in San Francisco and operations concentrated in Indonesia, in its Series A and Series B preferred equity financings.*
Happy Returns (later acquired by PayPal), a software and reverse logistics company, in its Series A preferred equity financing.*
DroneBase (now Zeitview), a drone imagery startup, in its $12 million Series B funding round co-led by Upfront Ventures and Union Square Ventures.*
Numerous startup companies on advice re: formation and start-up, including with respects to entity formation, founder equity grants, coordinate with local counsel for non-U.S. subsidiaries, coordinate with local counsel on ex-U.S. employees and contractors, and IP counseling (trademarks, patents, invention assignments, licenses) -- in each case, often with a cross-border component.
Numerous technology, energy, and life sciences clients on IP transactions, including purchase/sale and licensing of IP assets, often with milestone/contingent payment structures.
ShelterTech, a San Francisco based 501(c)(3) dedicated to providing access to technology (e.g. internet) for people experiencing homelessness as pro-bono outside general counsel.
Multiple pro-bono clients, including the National Fair Housing Alliance on their Tech Equity Initiative, and founders affiliated with the Lawyers for a Sustainable Economy (LSE) and Halcyon Incubator.

The Charles Schwab Corporation on its $850 million offering of senior notes and its tender offers to exchange four series of valid TD Ameritrade holding notes totaling $2.2 billion for notes to be issued by CSC.
Asia Pacific Wire & Cable Corporation (NASDAQ: APWC), a Bermuda domiciled foreign private issuer with operations throughout Asia, as lead U.S. Securities law/NASDAQ counsel, including
- prepare annual reports on form 20-F, periodic reports on form 6-K, press releases/other public disclosures, support board of directors and CFO;
- serve as Secretary of Annual General Meeting (including managing the timeline, preparation of proxy statements and stockholder materials, preparation of minutes and resolutions, and hosting shareholder Q&A at the AGM);
- SEC/NASDAQ compliance (Board Diversity, ESG Rules, Conflict Minerals); and
- a registered rights offering pursuant to Form F-1 which was offered with a floating subscription price.
Marc Andreessen and Ben Horowitz on ongoing disclosure requirements, including preparation of director questionnaires, reports on Schedule 13D, and statements on Form 3, Form 4, and Form 5.

*Denotes experience prior to joining the firm.