Q&A With Cooley's Peter Werner (from Vault.com )

Peter Werner, Partner — Peter works in Cooley's San Francisco office and is a member of Cooley's Emerging Companies practice group. He joined Cooley in 2001. Peter's practice primarily focuses on the representation of private technology companies and their investors. He regularly assists clients with financings and mergers and acquisitions, in addition to entity formation, organization and governance matters and securities transactions. Peter serves on the board of directors of the Full Circle Fund and Imagine H2O. Peter attended the University of California at Berkeley and The University of Chicago Law School.

Please provide an overview of what, substantively, your practice area entails.

There are three primary substantive components to my practice:

• General advice to company clients. A significant amount of my time is spent working directly with clients through legal and business issues as the primary point of contact to Cooley—triaging problems, identifying solutions and marshaling firm resources.
• Financing transactions. At any given moment, I'll have a few company clients in various stages of raising money, and we work directly with them to craft and negotiate financing terms and document agreements with investors. I also regularly represent a number of venture capital firms and other investment groups to negotiate the terms of their investments and advise regarding their portfolio company matters.
• M&A. I work on ten or so M&A transactions a year—representing buyers and sellers in negotiating mergers, asset sales and stock sales.

What types of clients do you represent?

I work primarily with technology companies and their investors. Representative clients include AngelList (an online platform for fundraising and jobs), Badoo (a Russia-based social network platform), Founders Fund (a venture fund), General Catalyst Partners (a venture fund), Gigwalk (a mobile platform for micro-jobs), Intel-GE Care Innovations (a joint venture between Intel and GE focused on digital health initiatives), Keen IO (an analytics platform), Micromidas (pioneering biological processes to convert wastewater to plastic), NatureBox (a subscription-based healthy snackfood service), salesforce.com (a cloud computing company) and Zynga (an online gaming company).

What types of deals and/or cases do you work on?

The primary types of deals I work on are private company financings, M&A transactions, and occasional public offerings and joint ventures. In the last last twelve months, I've represented companies, angel investors and venture capital firms in approximately 50 private company equity and debt financings, from sub-$1 million seed stage rounds to $100 million+ expansion stage financings and partial liquidity transactions. In the last twelve months, I've also represented companies and private equity funds in approximately ten M&A transactions, including sales of small private companies to private and public acquirers and leveraged acquisitions of mature companies.

How did you decide to practice in your area?

I have a bunch of lawyers in my family, so I was predisposed to attend law school. But, having done my undergrad at Berkeley, I was intrigued by the technology company ecosystem in the Bay Area, as well. After graduating from Berkeley, I joined now defunct Brobeck, Phleger & Harrison as a paralegal in an effort to determine whether being in law at a tech-focused firm would scratch both itches. I spent a year at Brobeck in Palo Alto working with a group of corporate lawyers doing IPOs, financings and company formations, and then I moved to Cooley in Palo Alto and did the same for a year. After two years, I was hooked—and I went to law school knowing exactly what I wanted to do after graduating.

What is a typical day or week like in your practice area?

Every week is different. One constant is the high level of interaction with clients, potential clients and team members. I probably spend at least half of my days on the phone or attending in-person meetings with clients working through issues, negotiating transactions and strategizing. I probably spend five to ten hours a week meeting with prospective clients referred to me by current clients and Cooley colleagues. And we have a very collaborative team environment at Cooley, which means that I spend lots of time in my colleagues' offices working through problems and talking to clients together.

What is the best thing about your practice area?

Working with private technology companies allows me to directly interact on a daily basis with some of the smartest, most inspirational, hard-working people on the planet. Being able to play a small but important role in the growth and success of their companies and in the proliferation of their ideas is highly rewarding.

What is the most challenging aspect of your practice area?

Maintaining a growing practice that focuses on private technology companies means spending a lot of time NOT doing client work—including meeting prospective clients and recruiting and training associates who can bear a high level of responsibility in order to provide great, efficient service across dozens of clients as those clients grow. I am constantly challenged to allocate my time optimally among those efforts, while also maintaining direct and substantial involvement with all aspects of the work we do for our clients.

What training, classes, experience or skills development would you recommend to someone hoping to enter your practice area?

If you know you want to pursue a corporate transactional practice, take as many practical, business-oriented classes as possible; have facility with reading and interpreting financial statements; be able to use Excel, and have a grounding in personal and corporate tax. Also, if you want to work with technology companies, knowing a little about computer programming can't hurt! I majored in modern European history, though, so I wouldn't worry about it too much....

What misconceptions exist about your practice area? What do you wish you had known before joining your practice area?

Many law students underestimate the importance of having a good practical business sense. No question that it's important to have mastery over the substantive legal underpinnings of what we do, but we are fundamentally counselors that need to understand technology companies and the mind and drivers of the entrepreneur. You excel at this job by being able to give practical advice that takes into consideration the specific circumstances of the client, its strategic focus, and its available resources.

What is unique about your practice area at your firm?

The first thing that comes to mind is the amount of collaboration among my peers across the firm. We are fortunate to have a large roster of great emerging company clients and strong emerging companies practices in all of our offices across the country—and I'm constantly collaborating with colleagues across all offices to share resources and best practices, to help our clients find potential investors and commercial partners, and to identify other ways to improve our clients' experiences.

Excerpted from Practice Perspectives: Vault's Guide to Legal Practice Areas. Reprinted with permission. © Copyright 2013 Vault.com, Inc.

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