Hunton Andrews Kurth LLP is proud to announce that Los Angeles Partner Jane Hinton and Counsel Alexandrea Young have been featured in the Los Angeles Business Journal’s 2022 Leaders of Influence: Thriving in Their 40s list. The award recognizes outstanding professionals in Los Angeles in their 40s across the areas of education, health care, philanthropy, finance, law, real estate and technology.
As a partner on the Capital Finance & Real Estate Team, Hinton brings a broad range of experience to commercial real estate and finance transactions, representing investors, financial institutions, investment funds, and other clients in single-asset and portfolio transactions nationally. She focuses on highly structured debt and equity real estate transactions for California based client and transactions while also maintaining a nationwide diversified practice in real estate law. Hinton also serves as an Office Diversity and Inclusion Initiative Leader for the firm’s Los Angeles office, working to promote engagement opportunities and educational programs on diversity.
As Counsel in commercial litigation, Young has extensive experience representing clients in a broad range of commercial disputes and has litigated complex cases including wage and hour class actions and actions involving claims of breach of contract, property disputes, fraud, negligent misrepresentation, insurance recovery, violation of California’s consumer protection laws, tortious interference, nuisance, trespass, eminent domain and inverse condemnation, and negligence. She has experience representing clients in a broad range of commercial disputes and has litigated in state and federal trial courts in California, and across the United States. Young also serves as chair of the firm’s Pro Bono Committee for the California offices.
View the full Leaders of Influence: Thriving in Their 40s publication, including Hinton’s and Young’s profiles.
– Wilson Sonsini’s partner-elect class includes six women and 12 men from the firm’s corporate, litigation, intellectual property, technology transactions, and regulatory departments –
Contact:
Wayne Kessler
Baretz+Brunelle
+1 732.239.9710 (Mobile)
wkessler@baretzbrunelle.com
PALO ALTO, CA (December 5, 2022) –
Wilson Sonsini Goodrich & Rosati, the premier provider of legal services to technology, life sciences, and growth enterprises worldwide, today announced that the firm has elected 18 new partners from its attorney ranks. The promotions will be effective February 1, 2023.
“Our 2023 class of partners is remarkable in how closely it reflects our values and the strength of our business,” said Doug Clark, Wilson Sonsini’s managing partner. “These attorneys have accomplished much in their careers and showcase not only the deep expertise within our firm, but also our diversity—both of which help define us. We are excited to welcome this group as our newest class of partners and look forward to continuing to work with them to provide clients with the sophisticated legal services we are known for.”
The 2023 partners-elect are:
Lester Ang, Corporate. Based in Palo Alto, Ang represents start-up and late-stage private companies in matters ranging from incorporation and initial capitalization to venture capital, debt financing, and initial public offerings. He also represents public companies in securities offerings, M&A transactions, SEC reporting, and corporate governance matters. In addition, Ang advises investment banks, venture capital firms, and private equity firms. He received his J.D. from UC Davis School of Law.
Haley Bavasi, Privacy and Cybersecurity. Based in Seattle, Bavasi focuses primarily on advising digital health companies across a range of privacy, transactional, research, and healthcare regulatory issues. In particular, she leverages her expertise in the Health Insurance Portability and Accountability Act (HIPAA) to provide early-stage companies with practical day-to-day counseling, as well as to advise in the context of complex commercial transactions, M&A, and go-to-market strategy. She received her J.D. from UC Berkeley School of Law.
Robert Broderick, Corporate. Based in New York, Broderick practices corporate and securities law and focuses on start-ups and venture capital. He regularly works with high-profile technology companies, with an emphasis on capital raising through complex financings. He also provides advice with respect to corporate governance, strategic transactions, and day-to-day corporate matters. Broderick received his J.D. from Columbia Law School.
Jose Campos, Corporate. Based in London, Campos advises U.S. and European technology start-ups and scale-ups through all stages of their life cycles, including incorporation, venture capital financings, mergers and acquisitions, and other strategic transactions. Campos also supports investors that invest in technology companies. He is well-versed in assisting non-U.S. technology companies with their U.S. expansion plans and “flipping” them into U.S. holding companies. He received his J.D. from UC Hastings College of the Law.
Jonathan Chan, Corporate. Based in San Francisco and Palo Alto, Chan works in the emerging companies practice, and represents private technology companies and investors in formation, venture capital financings, and mergers and acquisitions. He focuses on representing companies and investors in the fintech, blockchain, and gaming sectors. Before joining the firm, Chan was a co-founder and COO of a venture-backed investment platform and previously served as a senior director of business development at Electronic Arts. He received his J.D. from Harvard Law School.
Andy Cordo, Litigation. Based in Wilmington, Cordo focuses on corporate governance litigation in the Delaware Court of Chancery. His experience includes representing stockholders, officers, and directors of Delaware corporations and alternative entities in appeals, disputes over corporate and alternative entity control, fiduciary duties and management, corporate appraisal actions, and contract and other commercial disputes. Cordo received his J.D. from the Pennsylvania State University Dickinson School of Law.
Elina Coss, Energy and Climate Solutions. Based in Seattle, Coss represents borrowers and sponsors in project and structured finance, acquisitions, and project development transactions, with a focus on financing cash flow streams from the renewable energy technology sector. Coss advises clients on complex asset-based financings at all levels of the capital stack, including joint ventures, construction, back-leverage and mezzanine financings, tax and cash equity financings, capital market securitizations, and forward flow financings. She also advises lenders, tax equity investors, private equity funds, and other investors in the renewable energy space. She received her J.D. from New York University School of Law.
Jake Gatof, Corporate. Based in Boston, Gatof represents life sciences and technology companies, as well as their sponsors, through all stages of growth and investment. He represents companies with respect to venture capital financings, corporate governance, mergers and acquisitions, and other complex strategic transactions. He also advises leading growth equity, venture capital, and other institutional sponsors. Gatof received his J.D. from the University of Michigan Law School.
Broderick Henry, Corporate. Based in Palo Alto, Henry focuses on mergers and acquisitions, divestitures, equity investments, and other strategic matters involving public and private companies. He primarily represents clients in the technology industry, but he has represented clients in a wide range of sectors, including aviation, financial services, consumer products, energy and infrastructure, security, and manufacturing. Henry received his J.D. from New York University School of Law.
Jocqui Kaup, Corporate. Working virtually in Washington, Kaup focuses on corporate and securities matters for emerging growth companies and venture capital and private equity firms in both equity and debt financing transactions and mergers and acquisitions. She also advises on strategic alliances, spinouts, recapitalizations, and other corporate reorganizations. Kaup represents private technology growth companies ranging from start-ups to late-stage enterprises, with an emphasis on larger private companies. She received her J.D. from the Benjamin N. Cardozo School of Law.
Megan Kayo, Privacy and Cybersecurity. Based in San Francisco, Kayo advises clients on information security and privacy issues under various laws and regulations, specializing in data breach response and mitigation. She has worked on hundreds of security incidents and acted as the lead counsel, directing the investigation, notifications, and responses to regulators and consumers in connection with global data breaches. Kayo received her J.D. from the University of Virginia School of Law.
Brendan Mahan, Mergers and Acquisitions. Based in Seattle, Mahan advises public and private companies on mergers and acquisitions, divestitures, minority and controlling investments, and other strategic transactions. His experience includes public and private mergers, tender offers, asset and stock purchases, and spin-off transactions, as well as financings and structured finance transactions, across North America, Asia, and Europe. He received his J.D. from Cornell Law School.
Chris McAndrew, Patents and Innovations. Based in Boston, Dr. McAndrew advises early-stage life sciences companies on intellectual property issues and helps clients develop and build a meaningful IP portfolio from inception through their exits. He specializes in representing companies within the complex life science biologics space, including antibodies and cell therapies. Dr. McAndrew was a patent agent at the firm before becoming an attorney. He received his J.D. from the George Washington University Law School.
Victor Nilsson, Corporate. Based in Seattle, Nilsson practices corporate and securities law with a focus on representing issuers, investment banks, and strategic investors on a broad range of capital markets transactions. These include IPOs and follow-on offerings, ADS offerings, ATMs, PIPEs, private placements, and convertible note offerings, as well as high-yield and investment-grade debt offerings. He also advises public companies on SEC reporting, securities law compliance, and corporate governance matters. Nilsson received his J.D. from the University of Arizona College of Law.
David Pirko, Technology Transactions. Based in Palo Alto, Pirko represents leading life sciences companies and venture capital investors in strategic transactional and corporate matters, including partnering and collaboration agreements, licensing agreements, services agreements, clinical trial agreements, manufacturing and supply agreements, and other complex matters. His practice extends from start-ups to public companies operating in all sectors of the life sciences industry. Pirko received his J.D. from Harvard Law School.
Deborah Smith, Patents and Innovations. Based in San Diego, Dr. Smith advises companies on IP strategy beginning from early platform development through commercialization. This includes venture capital, capital markets, and M&A transactions in the fields of chemistry, pharmaceuticals, and biotechnology. Dr. Smith specializes in advising clients that use platform technologies to bring new therapeutics to market. She received her J.D. from the University of San Diego School of Law.
Stephen Strain, Litigation. Based in Palo Alto, Strain is part of the firm’s complex litigation and investigations group. He focuses on representing clients in government and internal investigations, including matters involving allegations of insider trading, complex financial reporting and accounting fraud, violations of the FCPA, and disclosure violations, among others. Strain also frequently represents companies, as well as their officers and directors, in securities class actions, shareholder derivative suits, and related litigation matters. He received his J.D. from New York University School of Law.
Eva Yin, Regulatory. Based in Seattle, Dr. Yin is part of the firm’s FDA regulatory, healthcare, and consumer products practice. She focuses on conducting FDA and healthcare regulatory due diligence for corporate transactions; providing legal counsel to manufacturers regarding FDA approval/clearance for various products, including medical devices, mobile apps, and drugs; FDA compliance; regulation of promotional materials and labeling; and manufacturer compliance. Dr. Yin received her J.D. from UC Hastings College of the Law.
About Wilson Sonsini Goodrich & Rosati
For more than 60 years, Wilson Sonsini’s services and legal disciplines have focused on serving the principal challenges faced by the management and boards of directors of business enterprises. The firm is nationally recognized as a leading provider to growing and established clients seeking legal counsel to complete sophisticated corporate and technology transactions; manage governance and enterprise-scale matters; assist with intellectual property development, protection, and IP-driven transactions; represent them in contested disputes; and/or advise them on antitrust or other regulatory matters. With deep roots in Silicon Valley, Wilson Sonsini has 19 offices in technology and business hubs worldwide. For more information, please visit www.wsgr.com.
Planning officials in Burlingame, Calif., have unanimously approved a new Class A office and research & development center, adding to the growing field of life sciences facilities in the San Francisco Bay Area.
The development by LPC West and Dune Real Estate Partners calls for a 13-story building and more than 400,000 square feet of office and lab space for leading employers in science and technology. The Gensler-designed project will rise at 777 Airport Boulevard at the corner of Anza Boulevard on the Burlingame waterfront.
The developers said they expect project to generate more than $1 billion in economic activity, including $189 million in construction-related spending, 2,500 permanent jobs, $19 million in one-time fees to the city and $5.6 million in community benefits, which will bring a public plaza and ground floor café, and over 1 acre of publicly accessible park space.
The San Francisco Bay Area has the second-largest employment bases for life sciences in the nation, drawing from companies in pharmaceutical and medicine manufacturing and scientific research and development services. According to a CBRE third-quarter market report, the Bay Area life sciences market saw a slight deceleration in demand, and vacancy rose 90 basis points from the previous quarter to 6.2 percent. Over the past 10 years, the Bay Area life sciences occupancy has grown by more than 10 million square feet. The amount of Bay Area space occupied by life sciences tenants has grown by more than 10 million square feet in the past decade.
777 Airport Boulevard is the latest in a series of Bay Area investments from LPC West, the West Coast arm of national real estate firm Lincoln Property Company. With its partners, LPC recently acquired a three-property, 228,000-square-foot life sciences portfolio in Fremont, Calif., and announced the groundbreaking of a 197,000-square-foot life sciences development in downtown Seattle. In total, LPC West owns and operates more than 6 million square feet of life sciences facilities on the West Coast.
Gregory Cornfield can be reached at gcornfield@commercialobserver.com.
The rift between hospitals and commercial insurers is age old. But a new survey shows the relationship isn’t going to improve any time soon.
The American Hospital Association (AHA) survey, released Wednesday, found that 78% of hospitals and health systems said their relationship with commercial insurers is getting worse. Less than 1% said their relationship is improving and the rest said it has stayed the same.
The survey included 304 respondents representing 772 hospitals. All of the respondents are members of AHA.
One of the main culprits behind the worsening relationship appears to be certain practices of commercial insurers, such as prior authorization. The report found that 95% of hospitals and health systems said staff time spent seeking prior authorization approval is increasing. Meanwhile, 62% of prior authorization denials are eventually overturned, the report found.
Aside from time spent on administrative procedures, costs may also be a factor in the relationship souring. A whopping 84% said the cost of complying with insurer policies is also increasing.
“Misuse of utilization management tools like prior authorization has several negative implications for patients and the health care system,” AHA said in the report. “Prior authorization denials can result in delays of necessary treatment for patients and ultimately lead to unexpected medical bills. The extensive approval process that doctors and nurses must go through adds wasted dollars to the health care system through overuse of prior authorization, inefficient submission processes, excessive requests for unnecessary documentation and the need to reprocess inappropriate payment and coverage denials.”
AHA also takes issue with claims denials, stating that commercial health insurers are “increasingly delaying and denying coverage of medically necessary care.” However, 50% of claims denials that are appealed are overturned, AHA said.
There are financial consequences to these delays and denials, AHA stated. The survey found that 50% of hospitals have more than $100 million in accounts receivable for claims that are older than six months, totaling $6.4 billion in delayed or potentially unpaid claims among the 772 hospitals in the survey. Another 35% of respondents said they’ve lost $50 million or more in revenue because of denied claims.
“These payment delays and denials for medically necessary care have serious implications for the financial stability of health care providers and compound fiscal challenges plaguing our health care system,” AHA said.
The report also provided several policy recommendations, including streamlining the prior authorization process and increasing oversight on insurers. Additionally, the organization sent a letter to the Department of Health and Human Services and the Department of Labor, calling for action against commercial payers.
“Health care coverage must work better for patients and the providers who care for them. We urge you to take additional steps to ensure adequate oversight of commercial health plans, including those offering Medicare Advantage plans, this open enrollment season,” the letter stated. “Individuals and families should feel assured that the plan they choose during open enrollment will actually be there for them when they need care.”
America’s Health Insurance Plans (AHIP) declined to comment publicly on AHA’s survey, but previously told MedCity News that commercial insurers’ practices are needed to reduce expenses for patients.
“Health insurance providers advocate for the people they serve by ensuring that the right care is delivered at the right time in the right setting — and covered at a cost that patients can afford. Prior authorization prevents waste and improves affordability for patients, consumers, and employers,” Kristine Grow, AHIP spokesperson, previously said. “Health insurance providers have a comprehensive view of the health care system and each patient’s medical claims history and work to ensure that medications or treatments prescribed by clinicians are safe, effective, and affordable for patients. This results in better outcomes and lower costs for patients.”
Photo: santima.studio, Getty Images
To print this article, all you need is to be registered or login on Mondaq.com.
If you’re buying or selling healthcare organizations, our
experts can help you optimize value-creation on all technological
aspects of IT diligence, mergers, carve-outs and acquisitions.
Our Service Offering Includes Transactional Support Across the
M&A Lifecycle
IT Due
Diligence
- Assess IT & Cybersecutiry Capabilities and Maturity
- Assess Custom Platform Scalability
- Assess Risks and Provide Mitigation Advice
- Assess Value-Creation, IPO Readiness and Go-toMarket
Alignment - Align Diligence to Investment Thesis
- Identify Opportunities to Cut Costs, Improve Capability and
Service Delivery, and Add Enterprise Value
Merger Integration &
Carve-outs
- Define IT Rationalization/ Optimization Opportunities
- Envision
- Future-State Design
- Advise on Vendor and Third-Party Negotiations
- Develop IT Roadmaps
- Manage Integration Programs
Buy Side
- Define Stand-Alone IT Model
- Advise on Vendor and Third-Party Negotiations
- Define “Day 1” Separation TSA Plans and Programs
- Quantify Stand-Alone CapEx and OpEx Models
- Manage Separation Programs at All Levels
Sell Side
- Identify Assets
- Prepare Contracts for Separation
- Model Post-Transaction CapEx and OpEx Spend
- Develop and Support Transition Services Agreement (TSA) Plans
and Programs - Manage Exit and End-State Operations
Click here to download the full service sheet
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
POPULAR ARTICLES ON: Food, Drugs, Healthcare, Life Sciences from United States
SAN FRANCISCO, Oct. 20, 2022 (GLOBE NEWSWIRE) — Transwestern Real Estate Services announces that Peter Conte has been named to direct the firm’s national Laboratory + Life Sciences advisory group, which draws on the firm’s integrated platform to provide agency leasing, tenant advisory, asset services, capital markets and research services to life sciences tenants and building owners.
Conte leads a dedicated, full-service life sciences team of nine regional leaders located in offices throughout the U.S. Transwestern’s Laboratory + Life Sciences advisory group has completed transactions for a wide range of companies and properties, including BioMed Realty, Marker Therapeutics, Genesis (South San Francisco), Ilume Innovation Center (North Scottsdale, Arizona), and the Landmark at Eastview (Westchester County, New York).
“Peter’s distinctive background, combining experience in commercial real estate, biotechnology and banking, uniquely suit him to lead our efforts in this burgeoning sector,” said Tom Lawyer, President, Transwestern Real Estate Services. “His unsurpassed knowledge of the space, combined with his hands-on, consultative approach, has earned him the trust and long-term partnership of established life sciences companies and startups, as well as building owners and investors.”
Conte joined Transwestern in 2015 and is a Senior Vice President in the firm’s San Francisco office, where he continues to lead the Bay Area life sciences team, in addition to his new national role. Before embarking on his 20-year career in commercial real estate, Peter worked in research with the USDA and as a post-graduate Research Associate for the cancer research laboratory of Lexrite Laboratories, a privately run biotech connected to the University of California, Davis, gaining direct experience that benefits his life sciences clients. He has also held broker roles at other commercial real estate firms and worked in Wells Fargo’s Builder Division.
“Demand for life sciences facilities has been outpacing supply in the leading markets of San Francisco, Boston and San Diego for some time now, which has created exciting opportunities in emerging markets, such as Houston, Raleigh-Durham, Phoenix, Washington, D.C., and New York City,” said Conte. “Transwestern has proven experience in delivering creative, customized real estate solutions that support the mission-oriented business goals of life sciences companies, as well as unique insight gained by working with clients across the commercial real estate spectrum, whether it be brokerage, asset services, development or investment management.”
Conte earned a bachelor’s degree in integrative biology, genetics from the University of California, Berkeley, and is a LEED Accredited Professional. He sits on the board of the City of Hope, a cancer treatment and research center, and is chair for the Athletic Committee at the Olympic Club.
About Transwestern Real Estate Services
Transwestern Real Estate Services (TRS) adds value for investors, owners and occupiers of all commercial property types through a comprehensive perspective and by providing solutions grounded in sound market intelligence. Part of the Transwestern companies, the firm applies a consultative approach to Agency Leasing, Asset Services, Tenant Advisory + Workplace Solutions, Capital Markets, and Research & Investment Analytics.
The privately held Transwestern companies have been delivering a higher level of personalized service and innovative real estate solutions since 1978. Through an integrated, customized approach that begins with good ideas, the firm drives value for clients across commercial real estate services, development, investment management, and opportunistic endeavors for high-net-worth investors. Operating from 33 U.S. offices, Transwestern extends its platform capabilities globally through strategic alliance partners whose unique geographic, cultural, and business expertise fuels creative solutions. Learn more at transwestern.com and @Transwestern.
# # #
From left: Ayush Jain of Revolution’s Rise of the Rest Seed Fund; Ayse McCracken of Ignite Healthcare and INNOVATE Health Ventures; Max Rosett of Research Bridge Partners; and Dr. Hubert Zajicek of Health Wildcatters
When it comes to investment, including healthcare and biotech, companies in the Bay area, Boston and New York tend to get the lion’s share of venture capital. But in recent years there’s been greater attention to investment in companies beyond those regions. The Covid-19 pandemic also played a significant role as people were forced to limit travel and use Zoom to connect their In a panel discussion at INVEST Digital Health, healthcare and life science investors discussed investment strategies and why they are placing their funding bets in states like Texas, Indiana, Utah and Arkansas.
The panel, Investing between the coasts, moderated by Dr. Hubert Zajicek, CEO, partner and co-founder of Health Wildcatters, offered a window into how investors are finding companies that match their investment theses, even in states that are not thought of as startup hubs. The panel was sponsored by Lyda Hill Philanthropies.
“We were the most active investor in Arkansas last year,” said Ayush Jain, a senior associate with Revolution’s Rise of the Rest Seed Fund. The fund, which was started by Steve Case of AOL fame, has made investments in more than 200 companies in 40 states since 2017.
The video platform Zoom has made an indelible impact towards democratizing investment across the country, according to Ayse McCracken, a founder and board chair with Ignite Healthcare in Houston and president of eNNOVATE Health Ventures. Ignite focuses on women-led digital health and medical device startups, while eNNOVATE invests in a broad array of startups across the continent of Africa.
McCracken said it was one of the unintended consequences of the pandemic.
“[Zoom] has allowed us to connect with entrepreneurs all across the country and all across the world and match them with mentors across the U.S. All of a sudden, we were working with an expanded ecosystem coast to coast, and we were working with startups coming from all across the country. We have eight of the 22 companies [in our latest cohort] that are coming from the Texas market — San Antonio, Austin, Dallas and Houston, which is great. We’d love to see Texas continue to grow. Denver has been another location where we’re seeing a number of entrepreneurs come from, also Minneapolis.”
Max Rosett, a principal with Research Bridge Partners, conceded that Zoom has been useful for connecting with and keeping in touch with portfolio companies in areas that would have otherwise been costly to travel to from his offices in Salt Lake City.
“This is going to sound incredibly trite and yet it’s incredibly real. Now that it’s okay to have board meetings over Zoom, life is much easier,” Rosett said.
Research Bridge Partners, which focuses on life science companies, is trying to chip away at what it refers to on its website as the “geographic misalignment” of venture capital in the Bay area and Boston. It also calls attention to trends among larger venture capital firms of creating lab-to-market systems to advance ideas towards financial liquidity that make it tougher for midcontinent principal investigators to access, because these firms favor institutional brand and geographical proximity to their offices.
Although everyone is pleased that the worst of the pandemic appears to be over, Zajicek said that in the past two years the accelerator has received a record number of applications from all over the world, which has spurred the development of a hybrid program combining in-person and Zoom-based interactions with startups in its cohorts. It has added an international flavor to its startup portfolio. Add to that the accelerator’s advantageous base in Dallas, in close proximity to an airport with the most direct flights in the country.
“It has flattened the world in non-trivial ways,” Zajicek said.
Health Wildcatters recently moved its offices to Pegasus Park, a 13-floor building that offers lots of space for healthcare and life science startups to work and connect with investors and collaboration partners.
Jain agreed that Zoom can offer a useful complement to in-person meetings and has made it easier to foster relationships with startups. He emphasized the importance of regional startup incubator and accelerator spaces, which frequently host demo days and other events to bring investors and startups together. They can also prove useful for investors from out of town seeking to plug into the regional startup ecosystem.
“If there’s a city that you gravitate towards, whether it’s because of a particular industry strength, or a personal connection, those are factors to leverage when you build relationships in those cities and find deal flow there,” Jain said. “That’s something we lean on a lot. We’re not lead investors. So we rely on finding opportunities to invest in startups, mostly through local regional investors, accelerators, incubators, places like Pegasus Park, where there’s a ton of companies. There’s some institutions in other cities like this. I think finding those and really honing in on them and building relationships is important.”
Addition Reflects the Continued Growth of the Boston Office and Sustained Demand for Transactional Experience Among Technology and Life Sciences Clients
Wilson Sonsini Recently Added Seth Flaum in New York as a Partner in the Technology Transactions Department
Contact:
Wayne Kessler
Baretz+Brunelle
732.239.9710 Mobile
wkessler@baretzbrunelle.com
PALO ALTO, CA (September 28, 2022)—Wilson Sonsini Goodrich & Rosati, the premier provider of legal services to technology, life sciences, and growth enterprises worldwide, announced today that Rob Parr has rejoined the firm’s technology transactions department as a partner in the Boston office. His return reflects Wilson Sonsini’s continued growth in Boston and the ongoing demand for tech-driven deal experience.
Parr has advised clients at all stages of growth on transactions focused on IP rights and technology across various industries, including digital health, artificial intelligence, autonomous driving, big data, clean energy, cloud computing, digital media, e-commerce, edtech, fintech, gaming, internet of things, and software. He regularly drafts and negotiates complex commercial contracts and assists clients with the IP issues arising in financings and M&A deals.
Parr also has substantial expertise that will fortify Wilson Sonsini’s digital health practice, which is a multi-disciplinary group that represents clients in the many areas vital to their businesses, such as with corporate, privacy and data security, intellectual property, commercial transactions, FDA/regulatory and litigation matters.
“We’ve seen continued demand for a combination of transactional and industry experience that helps clients proceed with deal-making and ongoing business matters, even in what is a less active market in certain sectors,” said Doug Clark, managing partner at Wilson Sonsini. “Rob is accustomed to working with clients in dynamic industries that need his commercial and deal-related experience, and to that we add our firm’s strengths representing companies and investors in Boston, the Northeast, and nationwide. We’re pleased he’s returned to our firm.”
Prior to rejoining the firm, Parr was a partner at Orrick, Herrington & Sutcliffe. Before that, he worked in Wilson Sonsini’s technology transactions department. He joined the firm’s Washington, D.C., office as an associate in 2015 before relocating to the Boston office in 2019 and becoming Of Counsel in May 2021. Upon graduating from law school in 2012, Parr was an associate in Venable’s Washington, D.C., office before joining Wilson Sonsini.
Parr’s addition reflects the continued expansion of Wilson Sonsini’s Boston office. Wilson Sonsini opened its Boston office in 2016 to be in closer proximity to its base of clients in the area—many of which are innovative companies and investors in the region’s vibrant life sciences and digital health communities. The firm also aimed to better serve its expanding client base in the local technology and energy sectors, as well as other emerging growth enterprises in the area. Wilson Sonsini’s Boston office now has 10 partners, 29 other attorneys, and seven patent agents.
“I am very excited to return to Wilson Sonsini and to work with leading technology companies and their investors, and to help the firm expand its client base in Boston and beyond, including in the digital health space. I am also very excited to rejoin such an impressive and growing team in Boston, and my many friends and colleagues across the firm.”
Parr is the 16th lateral partner to join Wilson Sonsini in 2022. On August 25, 2022, the firm announced that Seth Flaum had joined the technology transactions department as a partner in the New York office. Flaum was previously executive associate general counsel for Daiichi Sankyo, Inc., a global pharmaceutical company based in Japan. While Parr’s practice will focus on representing technology clients, Flaum specializes in representing life sciences clients.
Parr earned his J.D. from George Washington University Law School in 2012. He is admitted to practice in the District of Columbia, Maryland, and Massachusetts.
About Wilson Sonsini Goodrich & Rosati
For more than 60 years, Wilson Sonsini’s services and legal disciplines have focused on serving the principal challenges faced by the management and boards of directors of business enterprises. The firm is nationally recognized as a leading provider to growing and established clients seeking legal counsel to complete sophisticated corporate and technology transactions; manage governance and enterprise-scale matters; assist with intellectual property development, protection, and IP-driven transactions; represent them in contested disputes; and/or advise them on antitrust or other regulatory matters. With deep roots in Silicon Valley, Wilson Sonsini has offices in 18 technology and business hubs worldwide. For more information, please visit www.wsgr.com.
Newly proposed environmental, social, and governance (ESG)-related amendments to Form ADV under the Investment Advisers Act of 1940 (Advisers Act) underscore the need for federally regulated investment advisers to fully disclose the material conflicts and risks associated with their investment management programs. In particular, advisers that manage assets based on a combination of financial technologies (fintech) and ESG-related factors should consider whether they are providing adequate disclosures regarding the potential features and outcomes of their advisory programs. Not only are these disclosures generally required under existing law and guidance, but it is possible that the U.S. Securities and Exchange Commission (SEC) will pursue ESG-based enforcement cases against investment advisers in light of the proposed changes, as it frequently does when it is pursuing new rulemaking and/or sees concerns in an area of focus.
Summary of Advisers Act Proposals
As part of a recent focus on ESG-related compliance and disclosure,1 the SEC has proposed amendments to Form ADV, the registration and disclosure filing for registered investment advisers and exempt reporting advisers2 (together with registered investment advisers, “Advisers”), to require certain ESG-related disclosures.
According to the proposing release for the changes (Proposing Release),3 a central purpose of the proposed amendments is to ensure that investors receive consistent, comparable, and reliable information about how advisers use ESG factors in their investment management programs.4
To that end, the SEC proposed changes to Form ADV Part 1A and the instructions for the Form ADV Part 2A “Brochure” that would require Advisers to describe, among other things, the ESG-related factors they consider within each significant investment strategy or method of analysis, any ESG-consultants or other similar partners they work with, and the nature of the ESG-specific strategies they use to manage private fund and separately managed account client assets. The changes would also require disclosures regarding whether an adviser uses “ESG Integration” strategies that consider one or more ESG factors alongside other, non-ESG factors; “ESG-Focused” strategies that use one or more ESG factors as a main or significant consideration; or “ESG Impact” strategies that have a stated goal that seeks to achieve a specific ESG impact or impacts that generate specific ESG-related benefits, by targeting investments that drive specific and measurable environmental, social, or governance outcomes.
Importantly, the SEC noted in the Proposing Release that current regulations already require Advisers to disclose material information about the ESG-related aspects of their advisory programs.5 As a result, regardless of whether the changes have been adopted, Advisers should consider whether their current ESG-related disclosures fully describe the features, conflicts, and risks associated with their investment management programs.
Considerations for Fintech-Based Advisory Programs
For fintech Advisers, ESG-related disclosures may require specific consideration of how the use of ESG-related concerns in asset management might interact with the use of fintech to impact performance and other issues. For example, fintech Advisers may need to consider the following types of issues:
- Information Scraping. Some investment advisers analyze and learn from “alternative data,” which can include information such as data from credit card transactions, social media posts, satellite images, and questions posed to smart speakers. If an Adviser scrapes ESG-related data from third-party websites as part of its asset management program, it will need to ensure it understands and fully discloses the reliability and limitations of those data. For example, an Adviser that scrapes data to determine what energy sources a company uses and manages assets based on that information would need, among other things, to evaluate and disclose the quality of the scraped information and its potential and measured effects on returns.
- Use of Artificial Intelligence. Advisers that use artificial intelligence (AI) to integrate ESG-related factors into their investment management programs may need to consider whether an AI-based system will adequately address the uncertainty those factors bring to both investing and to supporting the ESG-related goals they are designed to further, particularly as an AI-based system changes in response to new data and outcomes.6 The concept of “ESG” itself is relatively new, and it is unclear whether and how ESG-based decision-making will further investors’ investment goals, impact the success of businesses, or achieve any long-term environmental, social or governance changes, all of which may be among the goals of ESG-based approaches. Advisers should consider and disclose their methods for defining, monitoring, and assessing the success of AI- and ESG-based programs—both at launch and over time, given that Advisers will be responsible for the results of AI-based programs even after those programs adjust to new data and prior outcomes.
- Robo-Adviser Portfolio Programs. Many “robo-advisers” that manage client assets on a portfolio basis rely on Rule 3a-4 under the Investment Company Act of 1940 (1940 Act) to ensure the portfolios are not treated as funds subject to registration under the 1940 Act. Among other things, Rule 3a-4 requires that investors be allowed to impose reasonable limitations on how their money is invested. An Adviser can, however, reject limitations that are clearly inconsistent with the stated investment strategy or philosophy or the nature or operation of the relevant investment program. Advisers may need to consider whether certain limitations an investor seeks to impose will fundamentally change or impair the Advisers’ program—in which case the Adviser should either limit the restrictions investors can make or provide disclosures as to the potential effects of investor restrictions. This may be particularly important in the context of ESG-Focused or ESG Impact programs.7
Finally, although findings thus far are mixed, at least a few analyses suggest that ESG-based investment strategies may underperform similar investment strategies without an ESG focus.8 In this context, all Advisers might need to disclose that an ESG overlay could reduce investment returns.
Conclusion
Whether or not the SEC adopts the proposed changes to Form ADV, fintech Advisers should consider the unique issues ESG-based management raises in light of their ESG-based programs.
For additional information, please contact Amy Caiazza or Jin Ahn, or any member of the fintech and financial services practice.
[3] SEC, Enhanced Disclosures by Certain Investment Advisers and Investment Companies about Environmental, Social, and Governance Investment Practices, Securities Act of 1933 Release No. 11068, Securities Exchange Act of 1934 Release No. 94985, Advisers Act Release No. IA-6034, Investment Company Act Release No. IC-34594 (May 25, 2022), https://www.sec.gov/rules/proposed/2022/33-11068.pdf. The Proposing Release also includes amendments under the Investment Company Act of 1940, which we do not discuss in this alert.
Following Russia’s invasion of Ukraine, the United States, United Kingdom, and European Union responded with an unprecedented and dizzying array of economic sanctions and export controls directed against the Russia government as well as many Russian banks, operating companies, and individuals. During the intervening months, Western companies and asset managers have attempted to understand and to comply with the newly imposed restrictions.
However, as the pace of new sanctions and export controls has begun to slow, a new era may be beginning. Western governments’ actions—along with public officials’ statements—suggest that the United States, United Kingdom, and European Union will be increasingly focused on enforcing Russian sanctions and export controls.
U.S. Enforcement Initiatives
Senior Department of Justice (DOJ) officials have emphasized that sanctions enforcement will be a priority. Attorney General Merrick Garland wrote in March that the U.S. government would “leave no stone left unturned” when enforcing U.S. sanctions violations. In June, Deputy Attorney General Lisa Monaco elaborated on this warning, likening the DOJ’s dedication to sanctions enforcement to its previous focus on the Foreign Corrupt Practices Act (FCPA). Monaco explained that the DOJ has brought “a new level of intensity and commitment to sanctions enforcement,” such that sanctions enforcement is “the new FCPA.” She further noted that “sanctions should be at the forefront” of compliance for multinational companies and any other businesses with international supply chains.
The U.S. government has developed new initiatives dedicated to sanctions enforcement. In March, the U.S. launched Task Force KleptoCapture, an interagency law enforcement group based within the DOJ that is tasked with enforcing Russian sanctions and export controls. One of the group’s primary responsibilities is “investigating and prosecuting violations of new and future sanctions imposed in response to the Ukraine invasion, as well as sanctions imposed for prior instances of Russian aggression and corruption.” Historically, the DOJ has worked closely with the Office of Foreign Assets Control (OFAC) on sanctions-related investigations, which is responsible for administering most U.S. sanctions and enforcing civil violations of those programs.
Other U.S. government agencies have signaled they intend to take more aggressive approach to enforcement as well. In June, the U.S. Commerce Department’s Bureau of Industry and Security (BIS) announced changes to strengthen its enforcement capabilities, including by implementing higher financial penalties for significant Export Administration Regulations violations. In a memorandum detailing BIS’s new policy, Matthew Axelrod, the Assistant Secretary for Export Enforcement, explained that “[w]e will use all of our existing regulatory and statutory authorities to ensure that the most serious administrative violations trigger commensurately serious penalties.” In addition, BIS is eliminating a policy that previously enabled companies to enter settlements without admitting fault.
The coming investigations likely will affect companies and individuals inside and outside the United States. In fact, if past is prelude, then non-U.S. banks and non-U.S. operating companies may face an increased risk of being targeted by U.S. government investigations for violating U.S. sanctions and export controls. Indeed, during the past decade, many of the United States’ largest sanctions and export controls investigations have stemmed from non-U.S. financial institutions and operating companies violating U.S. law.
UK Enforcement Initiatives
The UK government has taken steps to increase sanctions enforcement as well. In March, the United Kingdom passed the Economic Crime (Transparency and Enforcement) Act 2022, which grants the Office of Sanctions Implementation (OFSI) new powers to levy civil penalties on a strict liability basis against parties that violate certain UK sanctions after June 15, 2022. Before the enactment of this legislation, individuals and entities only faced sanctions liability if they had actual knowledge or reasonable cause to suspect that their conduct would violate the UK sanctions. In addition, OFSI is now authorized to publicize financial sanctions breaches committed by parties that do not result in the imposition of monetary penalties. The UK government may bring criminal charges against sanctions violators as well, although a party must be found to act with scienter to incur criminal liability.
The UK government’s words and actions illustrate that it intends to take an aggressive enforcement approach with respect to persons who facilitate sanctions evasion. In July, the National Crime Agency (NCA), OFSI, and other government agencies published a “Red ALERT” that describes various sanctions evasion techniques utilized by designated parties and highlights conduct that could result in enablers to designated parties—including attorneys, financial advisors, estate agents, auction houses, and company directors—incurring liability. Following publication of the Red Alert, the NCA arrested multiple individuals who allegedly assisted Russian oligarchs in evading UK sanctions.
EU Enforcement Initiatives
The European Commission recently pushed for a requirement that EU member states implement domestic legislation that criminalizes violations of the Russia sanctions. In the European Union, sanctions are enacted by the European Commission but enforced by individual member states. However, not all member states have implemented domestic legislation criminalizing sanctions offenses, resulting in disparate approaches to enforcement within the European Union. In addition, the European Commission recently put forth a proposal that would allow for the confiscation of assets related to sanctions violations.
Public reports indicate that senior EU officials are considering developing a mechanism that would allow for pan-EU enforcement of sanctions violations. The European Commission purportedly is considering standing up an EU-wide sanctions authority, which EU Financial Services Commissioner Mairead McGuinness explained might resemble OFAC. Alternatively, the European Commission could seek to expand the authority of the proposed Anti-Money Laundering Authority (AMLA) to include oversight and enforcement of sanctions violations.
Multi-Jurisdictional Enforcement Actions
The U.S., UK, and EU demonstrated unprecedented levels of cooperation in crafting the Russian sanctions and export controls. Since February, the United States, United Kingdom, and European Union have worked closely to maintain alignment and consistency with respect to the newly imposed sanctions, which has resulted in these sanctions programs containing many similar prohibitions and restrictions.
Given the substantive overlap, financial institutions and companies could face multi-jurisdictional investigations for potential sanctions and export control violations stemming from a single transaction with a sanctioned counterparty. Multi-jurisdictional enforcement actions are notoriously complex, expensive, and time-consuming. These investigations also can result in parties incurring liability, paying fines, and facing other penalties in multiple jurisdictions.
In light of the collaboration in developing the sanctions programs, coordination among these actors is expected to continue with sanctions enforcement as well. The United States, United Kingdom, and certain EU member states already have begun to share information that may be used in enforcement actions. For example, the Russian Elites, Proxies, and Oligarchs (REPO) task force launched in March with representatives from the U.S., UK, and European Commission as well as Australia, Canada, Germany, Italy, France, and Japan. REPO is charged with information sharing as well as identifying and freezing sanctioned parties’ assets.
Conclusion
As the United States, United Kingdom, and European Union begin to shift their focus from developing new sanctions and export controls to enforcing existing Russian sanctions and export controls, parties may find themselves subject to increased scrutiny on both sides of the Atlantic. Companies can and should take proactive steps—such as adopting policies and procedures, delivering training sessions, and completing risk assessments—to ensure compliance with all applicable sanctions and export controls and to minimize their risk of facing investigations in the future.
Please direct any questions regarding these topics to Wilson Sonsini partners Mike Casey, Tarek Helou, Tim Broas, or another member of our national security practice or government investigations practice.