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David I. Frazee

Partner
Palo Alto
+1.650.798.6771
Fax +1.650.798.6701

Primary Practice

Secondary Practices

Education

  • J.D., University of Michigan Law School, 1996, (cum laude, Deans Scholar, Associate and Contributing Editor, Michigan Law Review, First Place Award, Campbell Moot Court Competition)
  • A.B., Stanford University, 1993, (with honors, with distinction, David Starr Jordan Scholar, Firestone Medal for Excellence in Research, Deans Award for Public Service, Teaching Assistant, Computer Science Department)

Admissions

  • Bar of California
  • United States Court of Appeals for the Ninth Circuit
  • United States Court of Appeals for the Sixth Circuit
  • United States Court of Appeals for the Tenth Circuit
  • United States District Court for the Central District of California
  • United States District Court for the Eastern District of California
  • United States District Court for the Northern District of California
  • United States District Court for the Southern District of California
  • Biography Overview
  • Additional Background
  • Representative Work

David Frazee represents innovative technology and life science companies, entrepreneurs, and funds, helping them to succeed through the creation and execution of comprehensive international corporate, business, and intellectual property strategies. He shares with his clients a real-world understanding of the unique business problems of emerging growth companies, having served as a former general counsel of two technology start-ups — one of which he led through its IPO.

David advises companies in their business and corporate needs at all stages, from formation, venture financings, and commercial transactions through IPOs and M&A transactions. David has represented clients in connection with debt and equity financings approaching US$1 billion. He also brings to clients sophisticated international experience, having advised clients on over 100 cross-border transactions, often involving Greater China and Latin America, from joint ventures and manufacturing agreements to multinational patent strategies.

David combines his corporate, business, and intellectual property backgrounds to help his clients design strategic intellectual property programs. He advises companies how to create value from their intellectual capital through the strategic use of licensing, litigation, competitive mapping, audits, mining, tax optimization, blocking patents, spin-offs, spin-ins, open innovation, and distressed asset acquisitions.

David has appeared in many publications discussing innovation and business strategy, including Fortune, The Financial Times, The Red Herring, The Hollywood Reporter, South China Morning Post, and The Wall Street Transcript. He is a frequent speaker, including at the Fortune Global Forum in Beijing and the Financial Times Innovation Summit in London. In 2009 and 2010, David was named by Law & Politics and San Francisco magazines as a "Northern California Rising Star." David also works extensively with Endeavor Global as a Global Mentor in support of its worldwide services for entrepreneurs and venture investors and is a founding Board member of Endeavor Catalyst.

Professional Background

  • Judicial Law Clerk, Hon. J. Dickson Phillips, Jr., U.S. Court of Appeals for the Fourth Circuit, 1996 - 1997.
  • Judicial Intern, Chief Judge Thelton E. Henderson, U.S. District Court for the Northern District of California, 1994.

Achievements

  • Cashed in the 2010 World Series of Poker Main Event, winning $21,327.
  • Listed in Law & Politics and San Francisco magazines as a “Northern California Rising Star,” 2009 and 2010.
  • Officiated international, professional, and NCAA soccer games and was one of the youngest nationally ranked soccer referees in the United States.
  • Captained the University of Michigan quiz team that won both the College Bowl National Championship and the University Challenge International Championship, broadcast on BBC2-TV.
  • Appeared on Jeopardy! in March 2003, winning $26,800.
  • Coached the Nueva School chess team, which won the First Place Under 1000 team award at the 2009 CalChess State Class Championships.
  • Appeared on Who Wants to Be a Millionaire. Did not become a millionaire.

Professional/Civic Activities

  • Works extensively with Endeavor Global as a Global Mentor in its worldwide educational programs and services for entrepreneurs and venture investors and is a founding board member of Endeavor Catalyst.
  • Pro bono counsel for many clients, including Endeavor Global, the Mozilla Foundation, the Hip-Hop Chess Federation, Oakland China Wildlife Preservation Foundation, Asia-Silicon Valley Connection, Bay Area Chess, CalChess, the JW Foundation, Global Glimpse, Council of Goodness, GreatNonprofits, VoterWatch, True Children’s Home, One-Fifty Parker Avenue School, NOW Legal Defense and Education Fund, and National Academic Quiz Tournaments.

Speaking Engagements

  • “Common Mistakes Companies Make Entering Global Markets,” Pharmaceutical Licensing, Partnerships, and Alliance Management, Philadelphia, July 19, 2011.
  • Panelist, “Intellectual Property Rights: More Turmoil or Mutual Understanding?” Fortune Global Forum 2005: China and the New Asian Century, Beijing, May 18, 2005.
  • Speaker, “Ensuring Patents Don’t Undermine Your Company’s Innovation,” Financial Times Innovate 2006 Summit, London, December 4, 2006.
  • Speaker, Secrets of Silicon Valley Startups (multi-part video series co-presented by K&L Gates LLP and Endeavor).
  • Speaker, “Secrets of Building Real Value from Innovation: Lessons from Silicon Valley,” Managing Innovation: Economic Aspects of IP, Kraków, September 3, 2010.
  • Speaker, “Secrets of Silicon Valley: Avoiding Common Entrepreneurial Mistakes.” Presentation given in Cape Town, Mexico City, Buenos Aires, Santiago, and Palo Alto, 2010-11.
  • Keynote Speaker, “Stories from Silicon Valley: 17 Lessons Learned,” Experiencia Endeavor, Buenos Aires, August 25, 2011.
  • Speaker, “Creative Funding for Innovating Companies.” Presentation given in San Francisco, Buenos Aires, and Santiago, 2011.
  • Speaker, “Doing Business in the United States,” Buenos Aires, August 23, 2011.
  • Speaker, “Successful Angel Investing,” Buenos Aires, August 26, 2011.
  • Speaker, “Recent Silicon Valley Venture Terms and Investment Creativity,” ACAFI (Chilean venture capital association), August 28, 2011.
  • Speaker, “10 Mistakes Companies Make As They Rapidly Expand,” CED Emerging Trends in Innovation and Capital, Durham, September 8, 2011.
  • Panelist, “Investments from the VC Perspective,” HYSTA 2010 Conference: Drivers for Growth and Innovation, Santa Clara, October 2, 2010.
  • Speaker, “Corporate & Securities Law Issues Commonly Faced by
  • US-Based Issuers,” Tapping the Capital Markets in Taiwan, Santa Clara, December 1, 2010.
  • Moderator, “Global Financing Issues: From International Investment to
  • Going Public in Asia,” Mountain View, October 18, 2010.
  • Moderator, “Dodd-Frank & You: What Venture Capital and Private Equity Firms Need to Know,” Mountain View, December 16, 2010.
  • Speaker, “Going Public in the United States” and “Going Public Through a Shell Company,” NanKang Biotech Incubation Center, Taipei, March 24, 2008.
  • Speaker, “IP Strategy for Startups,” Licensing Executives Society Chinese Taipei, Taipei, March 24, 2008.
  • Speaker, “Legal Issues in a Down Economy: Thriving in Bad Times,” Menlo Park and San Francisco, December 11 & 12, 2008.
  • Speaker, “Nuances of Structuring Spin-Outs from Tech Companies,” Capital Roundtable MasterClass on Technology Buyouts, New York, May 23, 2006.
  • Speaker, “Intellectual Property, Due Diligence, Cross Border & Other Special Issues for Tech Buyouts,” Capital Roundtable MasterClass on Technology Buyouts, New York, May 22, 2006.
  • Speaker, “IP Risks Associated With Doing Business in China,” The Wall Street Transcript Presents: Maximizing Returns on Your Intellectual Property Portfolio, New York City, January 28-29, 2006.
  • Speaker, “The 10 Most Common Legal Mistakes Entering the U.S. Market,” CICC Israel Cleantech Tour, Menlo Park, October 27, 2008.
  • Speaker, “Doing Business Overseas,” Menlo Park, January 2008.
  • Moderator, “Dealmaker Strategy Series: Partnering with Gorillas” Menlo Park, July 18, 2007.
  • Speaker, “Entering the United States Market,” CBC and zPark Going Global Workshops, Beijing, February 23, 2006.
  • Speaker, “U.S. Venture Capital and Intellectual Property,” Shanghai Venture Capital Association, Shanghai, February 20, 2006.
  • Chair, “Setting Up and Self-Publishing In the USA,” TIGA Pre-E3 Seminar: Global Opportunities for UK Developers, May 11, 2004.
  • Lecture, “Legal Issues With Open Source Software,” AeA Global Intellectual Property Conference, August 25, 2003.

Additional Information

Other Education
  • Freie Universität Berlin, Stanford University Exchange Scholarship, 1990
  • General Corporate Experience. Mr. Frazee has served as general outside counsel to hundreds of technology startups. He has experience with corporate and LLC formation, securities compliance, and governance; private equity, venture, debt, and bridge financings (including the US$128.5 million Series C for Telocity); and restructuring and distressed asset transactions. He has experience setting up international ventures, investments, and subsidiaries, including the Chinese joint venture between Anesiva, Inc. (NASDAQ:ANSV) and Jiangsu Wangbang Biological Pharmaceutical Corp., as well as a proposed acquisition by a U.S. investment group of an English Premier League soccer team.

  • Venture Capital and Private Equity Experience. Mr. Frazee has represented national and international private equity and venture capital funds in fund formations and investments, including Richmond Management, Richmond China Media (in its formation and investments into AdChina with NewsCorp and GSR), Richmond Global Cellular (in its formation and multiple investments into Obopay), Newbridge Capital, Baring Private Equity, Mayfield, Texas Pacific Group, Banc of America Securities LLC, and Sequoia Capital.

  • Merger and Acquisition Experience. Mr. Frazee has worked on many acquisitions, including Hong Kong-based Moulin International Holdings Ltd. (HKSE:0389.HK) in its US$750 million attempted acquisition of Cole National Corp. (NYSE:CNJ) (outbid by Luxottica Group S.p.A.), Auctiva in its sale to Alibaba (HKSE: 1688.HK), Amkor Technology, Inc.’s (NASDAQ:AMKR) acquisition of certain IBM assets in Shanghai and Singapore, and Telocity in its sale to Hughes Electronics (NYSE:GMH). Structured pre-negotiated spin-in of U.S. assets for a foreign public company and structured multiple spin-out transactions.

  • Initial Public Offering Experience. Mr. Frazee has worked on several initial public offerings, including VA Linux Systems, Inc.’s (NASDAQ:LNUX) US$132 million offering (largest first day IPO stock gain in history) and managed Telocity’s US$132 million initial public offering as general counsel. Experience with PIPE and other public company transactions.

  • Intellectual Property Strategy Experience. Mr. Frazee has conducted multiple comprehensive intellectual property audits; counseled clients regarding market valuations, “best practices” patent programs, branding strategies, “clean room” software development procedures, patent mapping, and trade secret programs. In addition to in-house programs for Telocity and Jasmine Networks, which protected over 125 inventions, developed many comprehensive strategic intellectual property programs, including for a US$1 billion Shanghai-based consumer electronics company, and for MorphICs Technology, Inc. (acquired by Infineon Technologies), a program that resulted in over 200 patent filings. David has extensive technology licensing and transfer experience.

  • Patent Litigation Experience. Mr. Frazee has worked on many patent litigation matters, including Taiwan Semiconductor Manufacturing Company Limited’s (NYSE:TSM) ITC patent infringement litigation against Semiconductor Manufacturing International Corp. (NYSE: SMI) (US$175 million settlement), Novadigm, Inc.’s (NASDAQ:NVDM) patent litigation against Marimba, Inc. (NASDAQ:MRBA) (settled favorably to client), Loronix Information System, Inc.’s (NASDAQ:LORX) successful defense against Prima Facie, Inc., Tatung Company (Taiwan:2371.TW) in its defense against Hitachi, Ltd. (NYSE:HIT) (settled favorably), and Fallon Luminous Product Corporation’s defense against iLight Technologies. Also represented Quickturn Design Systems, Inc. (NYSE:CDN) against multiple claims of patent infringement brought by Mentor Graphics Corp. (NASDAQ:MENT) (favorable jury verdict).

  • Other Litigation Experience. Mr. Frazee has represented U.S. and international clients in many litigation and arbitration matters, especially related to breach of contract, unfair business practices, trademark infringement, securities fraud, and trade secret misappropriation. Represented Creative Net in its action for fraud, breach of contract, and unfair competition against ICG Telecom (NASDAQ:ICGX) (received judgment; attorneys’ fees and costs awarded), defended Silicon Design Experts, Inc. (acquired by Level One Communications, Inc. (NASDAQ:LEVL)) against securities fraud litigation, and defended True Innovations, LLC against trade secret claims by Z-Line Designs (favorable settlement).
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