Kenneth Cramer

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.

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Representative Transactions

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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

International

• 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.