With significant experience as a deal attorney and corporate executive, Tori helps her clients navigate complex mergers and acquisitions, financing transactions, licensing and commercialization transactions and general corporate matters. Companies look to Tori to provide pragmatic, cost effective and solution oriented guidance for their legal needs. Offering a unique combination of experience as both a corporate executive and General Counsel within operating companies and as a practitioner in large law firms, 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.
Tori represents companies, venture capital investors, family offices, private equity funds and their portfolio companies in connection with investments, strategic transactions and financing transactions. She also advises founders/entrepreneurs and private companies as their outside corporate counsel providing business-based solutions for emerging and growing companies, including growth capital, employment matters, employee compensation, corporate governance, commercial transactions, licensing and data privacy.
She works with clients in a wide range of industries, including technology, software, professional services, sports, healthcare, business intelligence, agriculture, and construction.
Tori’s experience includes:
- Mergers and Acquisitions: private equity transactions, financing and restructuring, distressed asset sales, strategic acquisitions, and dispositions
- Emerging Growth and Venture Capital: Angel financing, seed financing, SAFEs, venture capital financings, restructurings, corporate formation, private placement memoranda, exit planning and strategy
- Corporate Governance and Business Planning: Business succession planning, buy sell agreements, corporate governance and board structure, equity compensation and executive compensation and employment agreements
- Intellectual Property and Licensing: XaaS agreements, software licensing, intellectual property strategy and protection, commercialization of intellectual property assets strategy and execution, data security, commercial contracts, technology due diligence, supplier agreements, data management and licensing, distribution and joint venture agreements
Securities Offerings and Mergers and Acquisitions
- Represented sellers and buyers in numerous transactions in F reorganizations involving private equity buyers
- Represented buyer in acquisition of cloud, colocation and managed hosted company
- Represented buyer in acquisition of eDiscovery company
- Represented seller in sale of healthcare billing services business to private equity buyer
- Represented international seller in technology consulting company to strategic buyer
- Represented buyer in acquisition of marketing analytics software company
- Represented seller in swag management platform to strategic buyer
- Represented investor in various private investments in private venture financings
- Represented company in financings with strategic investors
- Represented company clients in convertible note financings, SAFEs and bridge financings
- Represented seller in a distressed sale to strategic buyer
- Represented private company clients in down round recapitalizations, pay-to-play transactions and corporate restructurings
- 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 buyer in connection with strategic acquisition, including rollover equity, employment agreements, equity compensation plans
Licensing and Commercial Contracts
- Represented clients in negotiation of SaaS license agreements and SLAs with expanding client base (domestic and international) including DPAs and Business Continuity planning
- Represented client in joint development agreement for agricultural products
- Represented clients in creation and negotiation of Master Services Agreements, Statements of Work (SOWs), Service Level Agreements (SLAs), Professional Services Agreements (PSAs) and Change Orders
- 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 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
- Represented clients in executive employment and executive compensation matters
- Represented clients in connection with board structure and governance in connection with financing and strategic growth opportunities
- Advised clients on corporate structure for future growth, including buy sell agreements, investments by third parties and potential exit transactions
- 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
- 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
- Advised clients regarding employee separation agreements and employment agreements
- Represented clients in connection with purchase of ownership interests of company and departure of existing partners
- 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
SEMINAR
ACC Colorado CLE "Master Service Agreements," October 9, 2019
