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AI and the Board

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Morrison Foerster and Moss Adams will partner with Corporate Directors Forum to present “AI and the Board,” a panel on the topic of generative AI and the role of the Board of Directors in assessing and responding to risks.

Morrison Foerster and Moss Adams will partner with Corporate Directors Forum to present “AI and the Board,” a panel on the topic of generative AI and the role of the Board of Directors in assessing and responding to risks.The presentation will serve as an introduction to generative AI, covering corporate use cases, emerging concerns, and known risks to be considered by boards of directors and general counsel, and corporate governance best practices to minimize risk.<hr>

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Justin Haan is a partner in the firm’s Technology Transactions Group in the San Francisco office, advising leading technology industry pioneers to help them navigate their most critical IP and technology needs.Justin’s practice focuses on transactions and counseling involving intellectual property and technology, including licensing arrangements, technology transfers, and joint development activities. Justin structures, drafts, and negotiates a wide range of commercial agreements, including software and content licenses, service agreements, reseller arrangements, and collaboration, manufacturing, supply and distribution agreements. He advises clients on the development, procurement and commercialization of cutting-edge technologies, including artificial intelligence, machine learning, augmented/virtual reality, semiconductors, cloud computing services, autonomous vehicles, and unmanned aircraft systems. Justin also counsels clients on open source software, complex patent-related transactions, and the intellectual property aspects of M&A transactions. Justin’s experience includes advising OpenAI, Arm, Autodesk, Meta, Salesforce, SoftBank, Unity, and others on the IP aspects of complex projects involving cutting-edge technologies and fast-evolving areas of law. Justin serves on the firm’s AI industry committee, where he helps to lead and collaborate with attorneys across multiple practices on the rapid advances of generative AI. Justin is also a sought–after speaker and thought leader on artificial intelligence and has spoken at SXSW on the subject of multimodal AI.Before joining the firm, Justin was an intellectual property associate in the New York office of another global law firm.Justin received his J.D., with a certificate in law and technology, from the University of California, Berkeley School of Law, where he won the Prosser Prize in intellectual property in the entertainment industries and was an articles editor for the Berkeley Technology Law Journal. He received his A.B. from Harvard University.

Justin H. Haan

Partner

Steve Rowles is Chair of the firm’s San Diego Corporate Group. He has practiced in San Diego for over 25 years and has a wealth of experience as corporate counsel to public and private companies, and the venture capital and private equity funds that invest in those companies.He counsels companies at all stages in their life cycles. He distinguishes himself by achieving successful outcomes for clients utilizing best in class negotiating skills and creative and strategic thinking. He has been instrumental in starting, building and exiting numerous emerging growth companies in a broad range of industries including biotech, medical devices, digital health, diagnostics, healthcare services, clean technology and renewable energy, cybersecurity, fintech, agtech, software, 5G, semiconductors, telecommunications, e-commerce, new media and social networking.Steve has served as lead counsel on myriad mergers and acquisitions and securities transactions, including public offerings aggregating in excess of $2 billion in proceeds and over 100 acquisition transactions.Steve serves as general counsel and handles ’34 Act compliance, public securities offerings, and corporate governance counseling for a substantial number of public companies.Steve is adept at handling venture capital financings for both companies and investors. His expertise in partnership and limited liability company matters has given him substantial experience in fund formation, joint ventures, and other strategic partnering transactions.Steve was a member of Phi Beta Kappa at Northwestern University and was elected to the Order of the Coif at Boalt Hall School of Law.Steve is active on behalf of Children’s Hospital and serves on the Board of Directors for both EvoNexus San Diego and the Jacobs Cushman San Diego Food Bank. Steve is an avid golfer, a voracious reader, and a family man.<h4>Representative Transactions</h4><h5>M&A</h5><ul><li>Represented ACEA Biosciences, Inc. in its $250 million acquisition by Agilent Technologies Inc. (NYSE: A)</li><li>Represented Acon Laboratories in its two complex cross-border acquisitions by Inverness Medical Innovations, Inc. totaling $375 million</li><li>Represented Adicet Bio, a biopharmaceutical company focused on the development of novel off-the-shelf universal immune cell therapies, in its announced merger with a wholly-owned subsidiary of resTORbio (NASDAQ: TORC) to create a combined publicly-traded biotechnology company</li><li>Represented Alaska Energy & Resources Company in its $170 million acquisition by Avista Corp. (NYSE: AVA)</li><li>Represented Astute Medical, a medical diagnostic company focused on high-risk medical conditions and diseases, in its $90 million sale to bioMérieux (EPA: BIM)</li><li>Represented Biotix, a private equity-backed developer and manufacturer of laboratory consumables and liquid handling solutions, in its sale to Mettler-Toledo (NYSE: MTD) for an undisclosed sum</li><li>Represented Biotix in its cross-border sale of PML Microbiologics to bioMérieux (EPA: BIM) for $30,000,000</li><li>Represented Clean Energy Fuels (NASDAQ: CLNE) in its sale of BAF Technologies, Inc. to Westport Innovations Inc. for $30 million</li><li>Represented Clean-Energy Fuels (NASDAQ: CLNE), a leading provider of natural gas fuel for transportation in North America, in the $155 million sale of its renewable gas business to BP p.l.c, a British multinational oil and gas company.</li><li>Represented Clean Energy Fuels (NASDAQ: CLNE), this provider of natural gas as an alternative fuel for vehicle fleets, in its sale for up to $180 million of components of its renewable natural gas business to BP (NYSE: BP</li><li>Represented Cogent, Inc. (NASDAQ: COGT) in its $943 million acquisition by 3M Company</li><li>Represented Compex Legal Services, Inc., one of the largest litigation and discovery support services firms in the nation, in its sale to Windjammer Capital, LP for cash and an earnout totaling approximately $230 million</li><li>Represented Deere & Company (NYSE: DE) in its acquisition of Precision Planting and certain South American operations for $190,000,000 from Monsanto (NYSE: MON and a contemporaneous multi-year precision ag collaboration with Monsanto and the Climate Corporation as well as in related divestiture transactions</li><li>Represented Deere & Company (NYSE: DE) in its acquisition of T-Systems for an undisclosed sum</li><li>Represented Live Nation, Inc. in its $354 million acquisition of the House of Blues</li><li>Represented MedfusionRx and certain affiliated entities in their sale to SXC Health Solutions for $100,000,000 plus undisclosed earnout payments</li><li>Represented Mentor Corporation in its $1.12 billion merger with Johnson & Johnson</li><li>Represented MTY Food Group Inc. in its successful tender offer for the shares of Papa Murphy’s Holdings, Inc. (NASDAQ: FRSH) in a transaction valued at $190 million</li><li>Represented Paladin Technologies Inc. in its merger with TekWorks Inc.</li><li>Advised Scoperta, an innovative solution provider in advanced materials development, in its acquisition by Oerlikon Group, one of the world's leading high-tech industrial groups.</li></ul><h5>Venture Capital</h5><ul><li>Represented ACEA Biosciences Inc., a developer of cell analysis instrumentation technologies, in a $30 million Series E Preferred Stock financing</li><li>Represented ACEA Therapeutics, Inc., a pharmaceutical company developing small molecule candidates for lung cancer and other indications, in its $20 million convertible note financing</li><li>Represented Adicet Bio in its $51,000,000 Series A Preferred Stock financing with OrbiMed, Novartis, and Pontifax and its $80,000,000 Series B Preferred Stock financing with Regeneron, Johnson & Johnson Innovation, KB Investment, Samsung Venture Investment, and prior investors</li><li>Represented Astute Medical, a medical diagnostic company focused on high-risk medical conditions and diseases in over $200 million of equity and debt financings</li><li>Represented Biotix in a restructuring of its $80,000,000 Series A Preferred Stock financing and its $6,000,000 Series B Preferred Stock financing with Ferrer Freeman and Grotech Ventures</li><li>Represented Cellics Therapeutics, Inc., developer of nanosponges with nanoparticle cores coated with red or white blood cell membranes which can be used to absorb a wide range of toxins, in preferred stock financings exceeding $30 million</li><li>Represented Cello Therapeutics, Inc., which uses nanosponge technology as a delivery mechanism for cancer therapeutics, in its $4.2 million Series A-2 financing, bringing its total Series A funds raised to $8 million</li><li>Represented ColorTokens, Inc., a leading cybersecurity company, in its $30 million convertible note financing and preferred stock financings exceeding $100 million</li><li>Represented Clean Energy Fuels Corp. (NASDAQ: CLNE) in over $100 million in investments in NG Advantage LLC</li><li>Represented Curology, Inc., a leading telemedicine provider of dermatology services and prescriptions, in over $60 million of preferred stock financings</li><li>Represented Curology, Inc. in its $30 million Series D preferred stock financing led by Institutional Venture Partners and Anthos Partners. We also represented Curology in a concurrent $11o million private tender offer in which IVP, Anthos, ACME Ventures and TriplePoint Capital purchased shares of common and preferred stock from existing shareholders</li><li>Represented Enterprise Partners in a $7,000,000 Series A-1 Preferred Stock financing by Enviance</li><li>Represented Eolas Therapeutics Inc., a start-up life sciences company in connection with a milestone based licensing transaction with AstraZeneca Inc. with upfront and contingent proceeds potentially in excess of $140 million</li><li>Represented Coupang LLC, a leading e-commerce company in Korea, in three preferred unit financings aggregating $500 million</li><li>Represented Geneos Therapeutics, Inc., a leader in the field of personalized cancer immunotherapy, in $22 million preferred stock financings</li><li>Represented Greenoaks Capital Partners, this entity and its affiliates as investors in over $100 million in equity financings, debt financings, and secondary transactions, including Coupang and several other prominent e-commerce companies</li><li>Represented Ignyta in its $500,000 Series A Preferred Stock financing and its $5,500,000 Series B Preferred Stock financing with City Hill Ventures</li><li>Represented Inertia Systems, Inc., a fast-growing provider of construction management, SAAS software solutions, in its $3.5 million convertible note financing led by Signia Ventures, as well as a $2.5 million extension of such note financing, for an aggregate of approximately $6 million in proceeds</li><li>Represented Netly, LLC, developer of last mile fiber optic networks, in its debt and equity financing led by Ubiquity Partners LLC, with an initial closing of $40 million with an aggregate maximum raise of $250 million</li><li>Represented Obsidian Sensors, Inc., a thermal imaging and sensor company, in its $25 million Series A financings</li><li>Represented The Pill Club Holdings, Inc., a digital health provider of birth control pills, in over $60 million of preferred stock financings</li><li>Represented Rakuten Medical, this biotechnology company developing a new class of precision targeted oncologic drugs, in over $470 million of equity financings</li><li>Represented VoloAgri Group, an agriculture technology company known for seed genetics, in over $150 million of preferred stock financings</li><li>Represented Xilio Therapeutics, Inc., an immunology company, it is $30 million Series A financing</li><li>Represented a lead investor in a $50 million Series D financing in Retrotope, Inc., a developer of a medical platform to treat degenerative diseases</li></ul><h5>Capital Markets</h5><ul><li>Represented Banc of America Securities, Lehman, Thomas Weisel Partners, and William Blair as underwriters in a $82,000,000 initial public offering by Nuvasive</li><li>Represented Cardium Therapeutics in its $20,000,000 PIPE financing and $10,000,000 credit facility</li><li>Represented Clean Energy Fuels (NASDAQ: CLNE) in its $110 million at-the-market offering</li><li>Represented Clean Energy Fuels (NASDAQ: CLNE) in a 144A offering of Convertible Senior Notes in the aggregate principal amount of $250 million</li><li>Represented Clean Energy Fuels (NASDAQ: CLNE) in debt financing transactions with proceeds in excess of $500 million</li><li>Represented Digirad in its $66,000,000 initial public offering with Merrill Lynch, JP Morgan, Banc of America Securities, and William Blair as underwriters</li><li>Represented Fulgent Genetics, Inc. (NASDAQ: FLGT) in its $43.5 million initial public offering</li><li>Represented Harrow Health, Inc. (NASDAQ: HROW) in its $14 million initial underwritten public offering</li><li>Represented Ignyta in its going-public transaction through a reverse merger with a public company and its contemporaneous $47,000,000 PIPE financing with Landenburg Thalman as placement agent and its subsequent $7,000,000 PIPE financing with National Securities Corporation as placement agent</li><li>Represented Inovio Pharmaceuticals, Inc. in a $30 million registered direct offering</li><li>Represented OncoSec Medical Incorporated (NASDAQ: ONCS) in a registered direct offerings aggregating in excess $80 million</li><li>Represented RxElite in its $30,000,000 PIPE financing</li><li>Represented Santarus in its $62,000,000 initial public offering with Cowen, UBS, Thomas Weisel Partners, and RBC Capital Markets as underwriters</li></ul>

Steve Rowles

Artificial Intelligence (AI)

Technology Transactions

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AI and the Board

02 Nov 2023 3:30 PM - 6:00 PM PDT