C. Kevin Kelso

Shareholder


Experience

Kevin is a shareholder in the firm’s Corporate and Intellectual Property groups, practicing primarily in the areas of business, corporate, and securities. Kevin has over 30 years of experience working with both private and public companies in a wide variety of industries such as biotechnology, pharmaceuticals, consumer and business software, telecommunications, internet software and services, and information technology. He has worked with companies of all sizes, ranging from start-up companies to industry-leading publicly traded companies.

Kevin began practicing in Northern California after serving as a law clerk for two years in the U.S. Court of Appeals for the Ninth Circuit, for the Honorable Anthony M. Kennedy, now a Justice of the U.S. Supreme Court. He joined the firm after more than 22 years at two of the major Bay Area/Silicon Valley based law firms, where he worked with technology, emerging companies, venture capital firm , investors, and entrepreneurs.

Kevin has represented many private companies and venture capital investors in numerous equity and debt financing transactions, ranging from angel financings and early stage financings to later stage venture capital financing, initial public offerings and PIPE financings for public companies. His practice includes start-up company representation and financing, mergers and acquisitions, public offerings, and advising companies regarding federal and state corporate and securities matters such as Sarbanes-Oxley Act compliance. He also regularly advises his clients concerning general corporate matters such as employment matters, equity incentive plans, financing strategies, licensing transactions and corporate governance. He has represented companies in negotiating a variety of commercial agreements such as patent licenses, software licenses, distribution and marketing agreements, manufacturing agreements, and joint venture agreements. He regularly prepares and advises companies regarding SEC filings such as Form 10-Ks, Form 10-Qs and proxy statements. He has represented several companies in their initial public offerings in a variety of industries ranging from consumer and business software, to pharmaceuticals and steel manufacturing.


During law school, Kevin was Supreme Court Editor of the Harvard Law Review. He served for many years on the Corporations Committee of the State Bar of California, was Vice Chair for Legislation during 1995-1996 and was Co-Chair of the Committee during 1996-1997. He also served on the Executive Committee of the Business Law Section of the State Bar of California.

Kevin is the author of several articles on a variety of subjects, including the CEB Action Guide on “Securities Transactions Deadlines,” and was a contributor to the Corporations Committee’s Blue Sky Guide. He has been a speaker at many education programs, including the Practicing Law Institute program in California on recent corporate developments and events sponsored by UC Davis Innovation Access, Golden Capital Network, and other organizations in the Sacramento area.

Selected Transactions:

  • Representation of public pharmaceuticals company in $25 million underwritten public offering and NASDAQ Capital Marketing listing.
  • Representation of major publicly traded software company in acquisitions of two private companies ($140 million and $20+ million).
  • Representation of a public company in reverse merger transactions and related SEC registration statement and proxy statement.
  • Representation of specialty pharmaceutical company in $25 million underwritten public offering.
  • Representation of life science company in sale of patents and intellectual property assets relating to drug products ($9 million).
  • Representation of public company in $2 million secured convertible debt and equity PIPE financing transaction.
  • Representation of public company in $10 million equity financing.
  • Representation of life science company in $10 million acquisition of intellectual property assets.
  • Representation of public software company in sale of web hosting business and related assets ($3.2 million).
  • Representation of private telecommunications company in $25+ million later stage venture capital funding.
  • Representation of company providing EPA and FDA regulated chemical products in manufacturing and distribution agreements.
  • Representation of private biotechnology company in angel and venture capital equity and debt financings ($3 million), patent sublicense agreement and agreements with university technology transfer office.
  • Representation of pharmaceuticals company in initial public offering, $13+ million follow-on offering and over $40 million of additional equity financing in private placement and PIPE transactions.
  • Representation of large industry-leading public internet-based software and services company in several multi-million dollar acquisition transactions.
  • Representation of NASDAQ National Market network and internet equipment and services company in acquisition of three private software companies ($20 million, $27 million, and $1.9 million)
  • Representation of financial services company in its approximately $70 million initial public offering.
  • Representation of commercial software company in unwritten initial public offering.
  • Representation of life science company in exclusive license agreement to market a drug product (including a $15+ million up-front payment).
  • Representation of public company in acquisition of foreign private life science company ($4 million).
  • Representation of venture capital fund in over 30 multi-million dollar later stage venture capital investments in technology companies.
  • Representation of hospitality industry software and services company in multiple venture capital equity financing rounds.
  • Representation of pharmaceutical company in license and distribution agreements for foreign commercialization of drug products.
  • Representation of public U.S. company in merger with public Canadian company ($50+ million).
  • Representation of public company in option exchange/reprising program for employees, and related SEC filings.
  • Representation of companies and executives regarding employment agreements, incentive compensation agreements, and severance and separation arrangements.
  • Representation of private software and technology company in acquisition by Cisco Systems.
  • Representation of several companies in negotiations with university technology transfer offices and technology license agreements with universities.
  • Representation of several companies in negotiation product evaluation and development agreements and material transfer agreements with major life science and drug companies.
  • Representation of private educational and learning software company in acquisition of learning software company and related $5 million venture capital financing.

State Bar of California, Business Law Section,
Executive Committee

Sacramento County Bar Association, Business Law Section
Member

Meritas Law Firms Worldwide
Member

Awards

Northern California Super Lawyers, 2017- 2019

Sacramento Magazine’s Top Lawyers List, 2018, 2019- Securities & Corporate Finance

J.D., magna cum laude, Harvard Law School, 1978

B.A., summa cum laude, University of Illinois, 1975

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