W. Derrick Britt
Partner
Mr. Britt counsels business and technology clients in key transactions throughout their various stages of growth focusing his representation on 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 joined the firm in 1997 and was admitted as a partner in 2003.
Representative Matters
Mergers and Acquisitions
- Represented Sapus Media, LLC, a gaming engine software developer in its acquisition by Zynga, Inc.
- Represented Relectric Supply Company, LLC, a circuit breaker and electronic equipment reconditioner and supplier in its acquisition by a subsidiary of the Audax Group and the structuring of the holding company and operating company
- Represented Hammerton, Inc. a national lighting manufacturer in its acquisition of Lightspann, Inc.
- Represented Gemini Telemanagement Systems, Inc., an installer of high speed internet equipment and services in its acquisition by Single Digits, Inc.
- Served as US based counsel for Valyd Software Private Limited, an Indian e-sign software company, in its acquisition by an Irish subsidiary of EMC
- Represented CompWest Insurance Company, a California based insurance company in its acquisition by Accident Fund of Michigan
- Represented nSite, Inc., an on-line software as a service company in the acquisition of its assets by Business Objects SA
Company Financings
- Represented Servio, Inc., a crowd sourcing provider in its Series B financing led by Draper Fisher Jurvetson
- Represented CompWest Insurance Company, a 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 nSite, Inc., an 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 DARTDevices, Inc., an 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 that drafted
and sponsored the legislation for the Flexible Purpose Corporation
(California Senate Bill 201), which was adopted into law in California
effective as of January 1, 2012
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.
Honors and Awards
Recipient of California Lawyer Magazine's 2012 Attorneys of the Year Awards (CLAY AWARDS) honoring work as a Co-Chair on the Working Group for New Corporate Forms that drafted and sponsored the legislation for the Flexible Purpose Corporation (California Senate Bill 201), which was adopted into law in California effective as of January 1, 2012.
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.
Speaking Engagements
Mr. Britt was a co-presenter of the program Recent Developments in Corporate Law at the 2008 Annual Meeting of the California State Bar.
E-mail: derrick@dotylaw.com
