Isaac Chao

Isaac E. Chao

Senior Associate

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."


  • 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.*


AdTech & Digital Media Newsletter—March/April 2023
Another Month, Another FTC Warning About AI Deceptions
Enforcement Edge: Shining Light on Government Enforcement
FTC Warns: All You Need To Know About AI You Learned in Kindergarten
Enforcement Edge: Shining Light on Government Enforcement
AdTech & Digital Media Newsletter
Section 230 of the Communications Decency Act of 1996: An Overview and Recent Developments (pdf)
The Computer & Internet Lawyers, Vol. 39, Num. 9


  • J.D., Fordham University School of Law, 2012, Dean's List, Mary Daly Scholar
  • B.S., Ceramic Engineering, Rutgers University, 2006, Honors Engineering Program
  • California
  • New York

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