Santa Clara University

Practice Areas

• China Practice
• Corporate Transactions
• Venture Capital & Emerging Companies
• International
• Securities
• Technology
• Cleantech

Experience

Mr. Chapman has focused on securities law, venture capital, mergers and acquisitions, and international business transactions for the past twenty years. Jim has been involved in over 175 mergers, acquisitions, and financing transactions. These transactions have included public offerings, private placements, debt financings, venture capital transactions, stock sales, asset sales, mergers, reorganizations, and recapitalizations.

Recent Engagements

• Represented Zippi Networks in connection with an $11 million equity line of credit with Palm Valley Capital.
• Represented Bellatore, Inc., in connection with its $11 million Series A financing.
• Represented Fat Spaniel Technologies, Inc., in connection with its $3 million bridge financing.
• Represented SST Communications (Singapore),as co-counsel with King & Wood, in a joint-venture.
• Represented Business Finance Capital Corporation in connection with its merger with First Community Bank.
• Represented Austin Glen Core LLC in connection with its formation and structure of its real estate acquisition fund.
• Represented TAS Commerce Fund I in connection with its formation and structure of its Asia investment fund.
• Represented Northwest Fund I in connection with the sale of membership units.
• Represented Ceres IT in connection with the sale of the company to Flextronics, Inc.
• Represented Fat Spaniel Technologies in the investment of $3.5 million in the Company by DFJ Element Fund I.
• Represented Procera Networks, Inc., in connection with its acquisition of NetIntact AB (Sweden).
• Represented Bellatore, Inc,. in connection with its acquisitions of Pareto Systems (Canada) and Credo Consulting Inc. (Canada).
• Represented Procera Networks, Inc., in connection with recent PIPE transaction and follow-on registration.
• Represented Carrier IQ in the investment of $18 million in the company by Mohr, Davidow Ventures, Accel Europe, and Charles River Ventures.
• Represented Business Finance, Inc., in connection with the sale of its Series C Preferred Stock.
• Represented Tiens BioTech Group, USA, in its merger with Tianshi International Holdings Group of China.
• Represented Procera Networks in its merger with Zowcom, Inc., and susequent PIPE transaction.
• Represented SpeedWorks Software, Inc., in its sale to TwinStar Systems, Inc.
• Represented Progressant Technologies, Inc., in its sale to Synopsys, Inc.
• Represented of Aalayance, Inc. (India), in its sale of common stock to HCL Technologies.
• Represented Applied Materials (Israel) in connection with numerous technology deals as well as equipment sales and contracts with suppliers.
• Represented China Agritech (PRC), along with co-counsel King & Wood in PRC, in its U.S. public offering

Special Recognition

• “Northern California Super Lawyers” distinction by San Francisco Magazine and Law & Politics Media (2004-2007)
• “Silicon Valley’s Top Attorneys,” San Jose Magazine (2003-2006)

Articles/Publications

• “Trends in IPOs,” Corporate Counselor, September 2007.
• “Trends in IPOs,” Band of Angels Newsletter, September 2007.
• “Private Equity in China,” Nixon Peabody Alert, July 2007.
• “Entering China: Legal Recommendations for Ensuring Success in a Foreign Market,” San Jose Magazine, Vol. 9, Issue 10, October 2006.
• “Mergers and Acquisitions: Integration, the Key to Success,” Bay Area Lawyer, Vol. 2, Issue 4, July 2006.
• “Entrepreneurialism 101: Five Key Characteristics of Successful Entrepreneurs,” Bay Area Lawyer, Vol. 2, Issue 3, May 2006.
• “Life and Death on the Corporate Battlefield: Advice to Management Employees Departing to Form New Companies,” Bay Area Lawyer, Vol. 2, Issue 2, March 2006.
• “Don’t Turn a Dream Into a Nightmare: The Five Most Common Mistakes Entrepreneurs Make When Selling Their Businesses,” Bay Area Lawyer, Vol. 2, Issue 2, March 2006.
• “Minding Your Client’s Business: Becoming an Indispensable Resource— Five Tips on Delivering for Business Clients,” Bay Area Lawyer, Vol. 2, Issue 1, January 2006.
• “Attorney’s Guide to Success: Representing Start-up and Emerging Companies,” Bay Area Lawyer, Vol. 1, Issue 2, November 2005.
• “The Great Value Creator: Combat Commoditization with ‘the Unique Experience,’” Bay Area Lawyer, Vol. 1, Issue 2, November 2005
• “The Art of the Deal: Secrets of Highly Effective Transaction Lawyers,” Bay Area Lawyer, Vol. 1, Issue 1, September 2005.
• “Control Your Own Destiny: Advice for Young Business Lawyers,” Bay Area Lawyer, Vol. 1, Issue 1, September 2005.
• “The Entrepreneur’s Guide to Reverse Mergers and Reverse Takeovers,” Silicon Valley Law Group, July 2005.
• “The Entrepreneur’s Guide to Forming a High Technology Company,” Silicon Valley Law Group, September 2002, updated 2004 and 2005.
• “The Entrepreneur’s Guide to Selling a Privately Held Company,” Silicon Valley Law Group (February 2002, updated 2004 and 2005); Computer Law Association/Santa Clara University School of Law Cyberspace Camp (March 2001); National Business Institute (January 2001).
• “The Entrepreneur’s Guide to Venture Capital,” Nixon Peabody LLP, 2007.
• “Trends in Public and Private Financings,” Association for Corporate Growth, March 2004.
• “The ‘Downround’ Dilemma: Strategies For Avoiding Liability of Officers, Directors, and Controlling Stockholders,” Fundraising Forum, August 2003.
• “Duties of Officers and Directors in a Turbulent Economy,” Angels Forum, September 2002.
• “The Trade Secret Trap: Advice To Entrepreneurs Considering Forming A New Venture,” Fundraising Forum, October 2002.
• “Mergers and Acquisitions in Today’s Economy: Ten Rules for Structuring Successful Deals,” Fundraising Forum, July 2002.
• “Mergers and Acquisitions in California: The Art of Doing Deals,” National Business Institute, January 2002.
• “The Entrepreneur’s Guide to Trade Secret Protection,” Nixon Peabody LLP, 2007.
• “The Choice of Business Entity: Limited Liability Companies,” National Business Institute, 1999.
• “Limited Liability Companies: Compliance Under State Law and Practical Operating Procedures,” National Business Institute, 1998.
• “The Entrepreneur’s Guide to Sexual Harassment in the Workplace: EmployerProtection Against the New Wave In Employment Litigation,” Nixon peabody LLP, 2007.
• “The Entrepreneur’s Guide to Mergers and Acquisitions: Letters of Intent,” Nixon Peabody LLP, 2007.
• “Document ‘The Deal’ in a Letter of Intent,” The CABB Journal, Fall 1997.
• “Developments in Copyright Law— 1996,” New Matter, Vol. 21, Number 3, Fall 1996.
• “The Entrepreneur’s Guide to Selecting the Business Entity,” Nixon Peabody LLP, 2007.
• “Trade Secret Protection: An Analysis of the Concept ‘Reasonable Efforts Under the Circumstances to Maintain Secrecy,’” Santa Clara Computer & High Technology Law Journal, June 1989.
• “Antitrust Implications of Technology Licensing,” Pettit & Martin Intellectual Property & Technology Law Report, Summer 1989.
• “Trade Secret Protection: A Cost Benefit Approach to Structuring an Effective Program,” Pettit & Martin Intellectual Property & Technology Law Report, Winter 1988.
• “The California Uniform Trade Secrets Act: An Analysis of the Act and The Common Law,” Santa Clara Computer & High Technology Law Journal, April 1986.

Recent Speaking Engagements

• Shanghai International Venture Capital and Private Equity Forum, September 2007, Shanghai, PRC.
• Going Public, Going Forward: IPO Insights Conference, September 2007, Palo Alto, CA.
• “How It Really Works: Three Case Studies on Mergers,” Association for Corporate Growth, April 2007, San Jose, CA.
• “M&A Buyouts: The Barbarians Return to the Net?” Strategic Research Institute, March 2007, San Francisco, CA.
• “Mergers & Acquisitions in Silicon Valley: Preparing for the Exit,” Japanese External Trade Organization (JETRO), March 2007, San Jose, CA.
• “Developments in Hi-Tech and Business Law,” Santa Clara County Bar Association, March 2007, San Jose, CA.
• “ How to Start Your Business to be a Successful Target Acquisition,” Merger & Acquisition Alliance, February 2007, San Jose, CA.
• “Mazes, Minefields and Mire: Corporate Governance Today,” Santa Clara University Leadership Briefing, October 2006, Santa Clara, CA.
• “Venture Capital World: State of the Union,” Association for Corporate Growth, September 2006, San Jose, CA.
• “Financing: From Seed Stage to Secondary Offering,” High Tech Industries Conference for Financial Professionals, September 2006, Santa Clara, CA.
• “Hot Topics in Business and Technology Law: Annual Update,” Santa Clara County Bar Association, April 2006, Santa Clara, CA.
• “Securities Reform Act,” Burr Pilger & Mayer Conference for Financial Professionals, March 2006, San Mateo, CA.
• “From Seed Stage to Secondary Offering—A Broad Perspective on the Current State of the Equity Capital Markets,” Association for Corporate Growth, March 2006, San Jose, CA.

Education

Santa Clara University, J.D.
Santa Clara University, M.B.A.
Catholic University of America, B.A., International Relations and Spanish

Admissions

Mr. Chapman is admitted to practice in California.

Affiliations

• Chair of the Board of Directors, Silicon Valley Association of Start-up Entrepreneurs (SVASE)
• Member, Advisory Board of the Leavey School of Business, Santa Clara University
• Member, Association for Corporate Growth (ACG)
• Legal Counsel, Silicon Valley Chinese Engineers Association (SCEA)
• Member, Advisory Board for the Center of Innovative Entrepreneurship, Santa Clara University
• Member, Vistage, the world’s largest CEO organization
• Member, Santa Clara County Bar and State Bar of California
• Member, Computer Law Association
• Member, Commonwealth Club of California
• Member, California Lawyers for the Arts
• Member, American Intellectual Property Law Association
• Member, Catholic Professional and Business Club
• Member, Asian American Manufacturer’s Association
• Member, HYSTA