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Victoria "Tori" L. Donovan


Tori works with companies, founders/entrepreneurs, investors, and individuals to navigate legal complexities and provide business-based solutions and advice for issues concerning emerging and growing companies.

Offering a unique combination of general counsel and private practice experience, Tori works with both private and public clients (early stage to large international organizations) through their entire evolution, including formation, seed investment and growth capital, intellectual property development, strategic transactions, and exits. She works with clients in a wide range of industries, including technology, media, entertainment, sports, advertising, and business services.

With more than 18 years’ experience as a legal and business advisor, Tori counsels on business issues involving mergers and acquisitions (M&A), emerging growth and equity financings, Regulation D and Rule 506 offerings, and private placement memorandums, securities compliance, corporate formation and governance. Adept at protecting and leveraging valuable corporate assets, she advises on intellectual property licensing, technology licensing, data licensing and security, distribution and supplier contracts and joint venture agreements.

Tori applies her prior experience as general counsel for two high-growth companies to provide outside general counsel consultation in employment, IP protection (trademarks and copyrights), strategic business planning and contract negotiation.

Tori served as general counsel for two companies, a privately held national corporate housing company and a private equity-backed global media technology licensing company. Before that, Tori was an attorney in private practice with two other law firms, a Silicon Valley-based firm and a large regional firm headquartered in Denver.

Securities Offerings and Mergers and Acquisitions

  • Represented multiple private company clients in private placement offerings, capital raises to individual investors, venture capital and private equity investors.
  • Represented private company client in venture capital financings and concurrent roll-up acquisition of two Canadian technology companies.
  • Represented private company clients in convertible note financings, SAFEs and bridge financings.
  • Represented private company clients in down round recapitalizations, pay-to-play transactions and corporate restructurings.
  • Represented public companies in connection with periodic reports, corporate securities matters and disclosure compliance, and SB-2 offering, and an initial S-1 filing.
  • Represented private companies in M&A transactions and post-acquisition integration.
  • Represented various private companies in Asset Sale transactions, including negotiations, purchase and sale agreements, due diligence, employment agreements, severance agreements, non-competition and non-solicitation agreements, and associated intellectual property license agreements.
  • Represented clients in international office expansions to UK, Japan, Canada and Australia and international stock and asset acquisitions to establish international presence and divisions or subsidiaries.

Licensing and Commercial Contracts

  • Represented clients in cross distribution license agreements with multiple motion picture studios, global media and entertainment companies, and television and programming media conglomerates.
  • Represented multiple clients in negotiating and securing talent and property clearances and licenses for programs and advertising campaigns across various commercial and broadcast platforms.
  • Represented clients in securing distribution and licensing rights for non-live broadcast rights from multiple sports conferences, professional sports organizations and news broadcasters.
  • Represented client on exclusive license of technology to international corporate conglomerate.
  • Represented client in license of software and source code to private company.
  • Represented companies in Master Services Agreements, Statements of Work (SOWs), Service Level Agreements (SLAs), Professional Services Agreements (PSAs) and Change Orders.
  • Represented companies in negotiation and drafting of SaaS, PaaS, and DaaS contracts.
  • Represented companies in licensing agreements for technology, data services, trademarks and patent technologies.

General Counsel Matters

  • Advised clients on restructuring of corporate offices and employees, including employment matters, contract terminations and dispositions or assignments, and corporate governance matters in connection with restructuring.
  • Advised client on employee separation agreements and employment agreements.
  • Advised clients on corporate structuring and formation in advance of capital raises, intellectual property ownership and strategy, corporate governance and board and stockholder matters.
  • Advised boards and management teams on fiduciary duties, corporate governance, corporate strategy and commercial risks.
  • Advised companies on acquisition strategies, letters of intent, joint ventures and collaboration agreements.
  • Represented clients regarding equity compensation and stock option plans, restricted stock grants and founder stock issuances.

Speaking Engagements

  • "Quick, I Need a Privacy Policy: Deconstructing your Client's Needs to Give them the Correct Direction and Guidance for their Privacy Policy and Privacy Protocols," Rocky Mountain Intellectual Property & Technology Law Institute, May 2019
  • "Startups and Raising Capital, Common Corporate Governance Issues, and Securities Law Implications," Colorado Bar Association/Business Law Section, Pivotal Legal Issues for Small Businesses, March 2019
  • "Social Enterprises, Including Public Benefit Corporations, Cooperatives, and LLCs as Social Enterprises, and B Corp Certification: What are They, Why They Matter and Why they Likely are Sticking Around," Colorado Business Law Institute, September 2018
  • "Just When You Thought You Hit Your Stride - A Major Change Announced. Best Practices and Tips in Handling Major Changes Introduced by the CEO or the Board." Moderated by Tori Donovan, Partner Stinson Leonard Street, August 2018
  • "The Unique Relationship Between In-House and Outside Counsel" Colorado Bar Association, Employment Law Conference, Colorado, October 2017


ACC Colorado CLE "Master Service Agreements," October 9, 2019