Lior Zorea

/My focus

Emerging Companies

My practice focuses on companies that advance their businesses to the next level. I guide emerging technology clients through their entire life cycle—from business formation to funding (from angel to seed to venture financing to late-stage expansion capital) and finally to orchestrating their exit strategies. My Emerging Companies practice provides a holistic approach to all aspects of a start-up’s business, for example, with respect to securing intellectual property rights, providing advice on commercial and regulatory aspects of the business, equity compensation, executive employment agreements, and immigration matters. Since the entrepreneur’s journey is rarely, if ever, a straight line, I also counsel founders, executives, and boards in addressing those difficult situations that come up along the way, whether a founders’ dispute, a difficult employment matter, or a funding or commercial arrangement where there is asymmetry in the parties’ leverage.

Mergers & Acquisitions

I have extensive and deep experience with mergers and acquisitions transactions and worked on numerous mid-market to larger transactions. Regardless of the acquisition transaction structure, whether public or private, my approach focuses on the key aspects of the deal, ensuring that management and the board are well informed throughout the process, while moving the transaction through its pivotal steps toward a successful and timely conclusion.

My background in finance, economics, and math, provides me the tools to assess the legal aspects of a transaction in a uniquely quantitative way and cut through the “legalese” to provide clients with a practical and efficient approach to execution of the deal. In the sell-side context, emotions can run high as the exit is a culmination of many years of hard work, and I am well attuned to that dynamic, balancing a client’s long-term interests with the desire to achieve immediate liquidity at all costs. Nixon Peabody’s nationally recognized M&A practice provides outstanding capabilities on all non-corporate areas as well, particularly in the key areas of tax, intellectual property, and executive compensation.

Fund Formation and Fund Representation

Many of the entrepreneurs I represent go on to form angel and venture funds, and I work with them to launch those funds and, thereafter, make their portfolio investments. As part of the technology ecosystem, I also work with a select group of established venture funds on their portfolio investments.

Philosophy of practice

In addition to a uniquely quantitative approach to my practice, I bring a high-level of care and attention to all matters. While not all situations require creativity, some pose special challenges that require a different problem-solving approach than the traditional methods. I also enjoy working with international founders who move to Silicon Valley to turn their dreams into reality, and in the past have included founders from Israel, India, South Africa, England, France, Australia, Turkey, and others.

/Representative experience

Mergers & Acquisitions

• Represented TechCrunch, the leading American online newspaper focusing on high tech and startup companies, in its sale to AOL (NYSE:AOL). TechCrunch is one of the most influential blogs in the tech industry.*
• Represented Market Scan Information Systems, a leading provider of automotive pricing and incentive intelligence, in its sale to S&P Global Mobility, a division of S&P Global (NYSE: SPGI).
• Represented Powertronix, a leading provider of power solutions to various industries such as medical, renewable, industrial automation, and robotics, in its sale to Hanover Partners, a private equity firm.
• Represented OpenBucks, an alternative payment gateway that enables online merchants to accept cash and retailer gift cards as a form of payment from consumers, in its sale to Paysafe Group, a multinational online payment company offering payment processing, digital wallets, e-cash, mobile engagement, and card solutions, backed by Blackstone, Francisco Partners, Citadel, and other top institutional holders.
• Represented Irish Studio, a digital media publishing company specializing in videos, events, print, social, and digital platforms, in its acquisition of Darwin CX, a digital media publishing company and developer of SaaS applications, and wholly-owned subsidiary of ZoomerMedia Limited, a Canadian public company (TSVX:ZUM).
• Represented Automately, a talent sourcing application company, in its sale to Sequoia Capital.
• Represented Belden (NYSE: BDC) in its acquisition of GarrettCom, a provider of networking solutions for challenging industrial environments.* 
• Represented Trapeze Networks, a WLAN equipment and management solutions provider that offers wireless LAN solutions for use in mobile applications, in its sale to Belden (NYSE: BDC).*
• Represented Thinstall, an application virtualization software company, in its sale to VMware (NYSE: VMW).*
• Represented Miranda Technologies (TSX: MT) on US matters related to its acquisition of nVision, an operator of routing systems for the broadcast industry.*

Venture Capital

• Represented a battery sciences company, in connection with its Series C Preferred Stock financing round led by Volta Energy Technologies, an energy-focused venture fund, and General Motors Ventures, its Series B Preferred Stock financing led by Signia Venture Partners and Pacific View Capital Partners, and its Series A Preferred Stock financing, led by Pacific View Capital Partners and other prominent angel and family offices.
• Represented a pop culture and humor internet media company in its Series A Preferred Stock financing led by Volition Capital, a growth equity firm.
• Represented a universal mileage rewards app in its Series A Preferred Stock financing led by Scrum Ventures with participation from TransLink Capital, JAL Innovation Fund, and several other prominent individual and strategic investors, including JetBlue Technology Ventures, Porsche Ventures, Panasonic, and Sony Innovation Fund.
• Represented an adult primary care and telehealth services provider in multiple financing rounds, including its Series A Preferred Stock financing entered into by a Canadian public company that owns and operates a portfolio of primary healthcare facilities throughout in the United States and Canada.
• Represented a healthcare software company offering an AI image analysis platform and applications supporting imaging data in multiple financing rounds.
• Represented a developer of a behavioral AI platform that transforms the way people create and engage with AI Agents, in its Series Seed Stock financing round led by Blue Run Ventures. 
• Represented a digital management platform for restaurants in its SAFE transactions. 
• Represented Puls, a platform that powered a nationwide network of in-home technician services such as appliance repair, TV installation, mobile device repair, in its Series C Preferred Stock financing led by Temasek Holdings with participation from then existing investors, including Sequoia Capital Israel, Red Dot Capital Partners, Samsung NEXT, and Viola Ventures.*
• Represented BeFunky, a photo editing application, enabling users to edit, save and share photos on social networks, in its Series A Preferred Stock financing investment by Golden Horn Ventures.*
• Represented GFT Ventures, a venture capital firm focused on AI/data science, robotics/automation, cybersecurity, fintech/blockchain, digital healthcare, and mobility/EV sectors, as lead investor in multiple investments.
• Represented Liquid2 Ventures, one of the leading seed stage funds in the Bay Area, on certain fund matters.
• Represented Korea Venture Investment Corp. (KVIC), the sovereign wealth fund of South Korea, in multiple fund-of-fund investments. 
• Represented Dream Machine, an opportunistic seed fund, in consumer and frontier tech, in multiple investments.
• Represented Tao Capital Partners/The Libra Foundation, an investment management company investing in technology, transportation, healthcare, education, and food businesses in multiple investments.
• Represented a New York-based lead investor in a Series Seed Preferred Stock financing in Leep Foods, a grower of fresh premium, USDA organic superfood mushrooms. 
• Represented Blue Run Ventures, a venture capital firm focused on opportunities across mobile software, services, and financial technology, as lead investor in multiple investments.*
• Represented Vantage Point, a venture capital firm supporting companies from start-up to scale-up with a special focus on energy innovation and efficiency, as lead investor in multiple investments.*

*Indicates experience from prior firms.

/Looking ahead

Technology is a ubiquitous agent for change and integral to companies well beyond cutting edge Silicon Valley start-ups. Brick-and-mortar businesses are increasingly relying on technology, whether to enhance their operations, customer experience, profitability, or as a catalyst for business evolution or business transformation. Our team at Nixon Peabody has worked with a wide range of technology companies of all stages. We understand the fast pace and pressures in the ever-evolving business landscape and stay on top of trends and “market” terms to deliver value to our traditional and technology clients across the globe. 

/Insights

• "TechCrunch VC Fundraising Panel," panelist, San Francisco, CA, October 29, 2024
• "TechCrunch Investors and Battlefield 200 Founders Reception," host, San Francisco, CA, September 20, 2023
• "Fundraising Challenges for Emerging Managers, New Funds, and Portfolio Companies," moderator, San Francisco, CA, September 14, 2023
• "Ventures Private Investor Networking Event," networking event in collaboration with LvlUp Venture Capital, event host, San Francisco, CA, September 7, 2023
• “What VCs want in a term sheet (and how you can get what you want),” TechCrunch Early Stage 2020, Webinar, July 21, 2020
• The Premier West Coast M&A Conference 2019, panelist, San Francisco, CA, March 7, 2019
• “Breaking Down the Boardroom Door—California’s ‘Women-On-Boards’ Law, SB826: Potential Implications, How to Comply and Best Practices for Creating a More Diverse and Inclusive Workforce,” Nixon Peabody Annual MCLE Seminar, San Francisco, January 2019