W. Derrick Britt

Partner

Mr. Britt counsels business and technology clients in key transactions throughout their various stages of growth. Mr. Britt focuses his representation on technology and other emerging growth companies, founders and investors regarding entity formation, strategic investments, securities law matters, mergers and acquisitions, strategic contractual relationships and general corporate matters. In representing his clients in strategic contractual relationships, Mr. Britt has developed an expertise in software licensing agreements, reseller agreements, distributor arrangements, service agreements and other mission critical contracts.

Mr. Britt’s practice frequently includes providing legal representation regarding commercial leases, real estate purchase and sale agreements and documentation and securitization of loan transactions.

Mr. Britt joined the firm in 1997 and was admitted as a partner in 2003.

Representative Matters

Mergers and Acquisitions

Represented installer of high speed internet equipment and services in its acquisition by competitor.
Served as US based counsel for Indian e-sign software company’s acquisition by a subsidiary of EMC.
Represented California based insurance company acquired by Accident Fund of Michigan.
Represented on-line software as a service company in the acquisition of its assets by Business Objects SA.
Represented interoperability company in its sale of assets to certain investors in organized wind down.

Company Financings

Represented California based workers’ compensation insurance company in (i) $50,000,000 equity financing; and (ii) sale and issuance of fixed/floating rate capital securities through a financing subsidiary to non-US investors.
Represented California based storage area network software provider in $30,000,000 equity funding.
Represented on-line software as a service company in various rounds of debt and equity financing prior to representing it in asset acquisition by Business Objects SA.
Represented interoperability company in several rounds of equity financing with Motorola and other strategic investors and several rounds of debt financings.
Represented Topline Capital, LLC, a venture investor, in its equity investment in Rapid Legal, Inc., a legal support and electronic filing provider.
Provided representation in hundreds of debt and equity financings.

Software Licensing

Represented e-sign company regarding software license agreement with Interlink Electronics, Inc., providing for the license and subsequent sale of the licensed technology upon complete payment of all license fees. Conducted extended negotiation and amendment of the license agreement with acquirer of assets in connection with the sale of the assets (including the license agreement) to Topaz Systems.
Represented insurer in negotiating and entering into (i) licensing, consulting and source code escrow agreement with Guidewire Software, Inc., pursuant to which client licensed the Guidewire systems for use in its insurance business; (ii) integration services agreement and managed services agreement with Bearing Point, Inc.; and (iii) Information Technology Maintenance contract with Wavelength Datacom, LLC.
Represented client in negotiation of Master License and Service Agreement with The Procter & Gamble Distributing Company (P&G) and subsequently a Software License Agreement with BBI Marketing Services, Inc. (BASES), whereby P&G and BASES licensed our client’s market simulation modeling product.
Served as outside general counsel representing software as a service company regarding all licensing, terms of use and customer contracts.

Professional Affiliations

Member, Corporations Committee of the Business Law Section
of the State Bar of California (Corporations Committee) 2006-2010

Co-Chair of the Corporations Committee 2008-2009

Vice Chair for Legislation Corporations Committee 2007-2008

Co-Chair of the Working Group for New Corporate Forms

Member, Corporate Counsel Executive Committee
of the Santa Clara County Bar Association 2005-2007

Member, Silicon Valley, Santa Clara County and Palo Alto Area Bar Associations

State Bar Admissions

California 1993

Education

Georgetown University Law Center (J.D., 1993)
Georgetown University College of Arts and Sciences (B.A., 1989, Cum Laude)

Publications

Co-Author, Selected 2008 Developments in Corporate Law, Business Law News, 2008 Annual Review Issue published in 2009.

Author, Amendments To Regulation D and Form D: A Nuts And Bolts Guide to Getting Your Firm and Clients Up And Running As Electronic Filers, California Business Law Reporter Volume 31/Number 2, September 2009.