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Kenneth Cramer has been practicing law for over 20 years. He has represented and worked for both public and private companies as an attorney, businessman and executive in a wide variety of technology businesses. Prior to joining Paradigm Counsel, Kenneth practiced in the corporate and technology transactions groups of Orrick, Herrington & Sutcliffe, a 1200-lawyer firm with a broad, global practice, and before that, Fenwick & West, a 250-lawyer firm based in Silicon Valley that specializes in representing technology companies and venture investors.

Kenneth has a deep understanding of the client’s perspective with his extensive in-house experience as senior counsel at Sun Microsystems and as general counsel of startups Zip2 Corporation (Internet city guide/portal acquired by Compaq/Alta Vista); Opthos Systems (all optical, dynamic DWDM switch for telecommunications networks); and Instill Corporation (supply chain and data management SaaS, acquired by iTrade Networks). His practice includes: Internet (content and community, ecommerce, B2B and B2C); mobile apps; digital media and video games; software and SaaS; computer and networking systems, devices and components (including storage, optical, wireless and mobile); cleantech technologies and services (including solar); medical devices and nutraceuticals.

Representative Transactions

Corporate Formations and Financing

  • Numerous corporate and limited liability company formations, including founders equity issuances, adoption of equity incentive plans and re-incorporations and LLC to corporate conversions
  • Numerous initial and follow on debt, equity and equipment lease financings for start-up, early and late stage private companies by venture capitalists, private equity firms and venture banks (both company and investor side)
  • Multiple “down round” debt and equity financings with complex “wash out” and/or “pay to play” terms
  • Represented company in IPO that raised $112.5M on ~$750M valuation
  • Represented company in IPO that raised $82.5M on a ~$400M valuation

Mergers and Acquisitions

  • Represented both privately-held and publicly-traded buyers and sellers in numerous mergers, acquisitions and spin outs/spin ins of technology, energy and other companies, ranging in value from hundreds of thousands to hundreds of millions of dollars, including simple and complex asset or share purchases/sales, direct and reverse triangular mergers, and related earn outs, employment and regulatory matters, tax issues, and more.
  • Represented US company in its “reverse IPO” merger into a publicly held Canadian Pooling Company traded on the Toronto Stock Exchange
  • Complex restructuring and recapitalization of a California corporation and its UK affiliate involving the settlement of a creditor’s lawsuit against both companies and their respective Boards, conversion of significant debt, issuance of “down round” equity and restructuring of entire operations

Technology and Commercial Transactions

  • Inbound and outbound software licenses, including open source licenses and SaaS agreements
  • Numerous and wide variety of commercial agreements including: component purchases; OEM/distribution/reseller; partnering/joint ventures; outsourcing (domestic and international in India and China); joint marketing; interoperability and testing; patent, trademark and copyright licenses; consortia and standards bodies
  • Systems (hardware and software) and associated support sales and leasing agreements by prominent technology companies including to consumer distribution / reseller channels, large telecommunications companies, financial institutions and government agencies
  • International assembly/distribution agreements between Taiwan-based computer, peripherals and components manufacturer and private investors/managers in Latin America: Mexico, Argentina, Brazil, Chile, Peru, Venezuela and Colombia; and Asia: Australia, Malaysia, Thailand and Singapore
  • Investment, Option and Purchase, Sale and Development Agreements for energy resources and assets, including oil, gas and shale
  • Real estate leases, facilities and services agreements


  • Complex tax planning transactions involving the formation of foreign (Cayman Islands, British Virgin Islands, Ireland, Cyprus, etc.) IP and sales (international revenue) entities and associated asset/IP transfers and inter-company agreements
  • Formation of foreign subsidiaries/joint ventures (distributorships) for client with local investors/managers, and negotiated and drafted assembly/distribution agreements between client and the local JV in Latin America: Mexico, Argentina, Brazil, Chile, Peru, Venezuela and Colombia; and Asia: Australia, Malaysia, Thailand and Singapore
  • Reincorporation of California corporation into Cayman Islands corporation in connection with an inversion transaction and preparation for listing on a foreign stock exchange

Dispute Resolutions

  • Negotiation and successful settlement of an intellectual property lawsuit
  • Management and settlement of employee wage and hour class action lawsuit
  • Settlement of threatened shareholder action in connection with company recapitalization

Kenneth earned his B.A. degree from the University of Rochester, Rochester, New York, a J.D. degree from the University of Michigan, Ann Arbor, and an MBA from the Haas Business School at the University of California, Berkeley.

Kenneth is a Board member of Science is Elementary, a not-for-profit that organizes and coordinates teams of volunteer scientists and engineers from local businesses and universities to teach science projects in elementary schools. Kenneth also volunteers for Big Brothers / Big Sisters, Special Olympics and Boy Scouts of America.

Kenneth has traveled extensively through Mexico, Netherlands, Turkey, Pakistan, India, Nepal, Thailand, Malaysia, Singapore, Indonesia, Hong Kong, Taiwan and mainland China.

Team Members

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