Overview

E. Thom (Todd) Rumberger Jr. is a partner and corporate lawyer with Foley & Lardner LLP, where he focuses his practice on private equity, mergers and acquisitions and venture capital, and Internet, mobile, connected car, software, telecommunications, digital media, health tech, and financial services companies through all stages of their growth. He is co-chair of the Technology Industry Team, vice chair of the firm’s Transactions Practice, and managing partner of the Palo Alto office.

Todd counsels his corporate clients, ranging from start-up, emerging growth stage and venture backed, to public domestic and foreign companies, on a wide variety of matters ranging from formation, capitalization, key executive employment and general employment issues, and corporate governance, to early (convertible securities and seed preferred) and later stage venture capital and venture debt financings and offerings, strategic partner, reseller, and similar commercial agreements. He has broad transactional experience representing public and private companies, and private equity buyers and sellers involved in mergers and acquisitions and financings. Additionally, Todd works with foreign start-up and growth stage companies in establishing a presence in the United States. Recent representative clients include Ablenook, Ample, Dabble, Basil Seed Works, Beam Solutions, Business Growth Fund (UK), Cape Networks, Carehopper, Cue, Cummins, Curiosity Media, Docademic, Divinium Labs (Michelle Phan), EAG, Fasten, Foundersuite, Glodon USA, GSV Labs, Hazel, Healthsnap, Highlands Power, Hover, Inkerz, Inpher, Inside Warehouse, Intelliment Security, Kiana Analytics, Knox Medical, MAD Foundation (René Redzepi), Market Logic Software, Medea Vodka, Medopad (UK), Momentum Dynamics, Mr. Holmes Bakehouse, Multerra Bio, Nitrio, NGP Capital, OCA Ventures, Odyssey Investment Partners, Parade Ventures, Pear Ventures, ProductPeel, PropShop, QuSwami, Raven Ops, Revelex Corp., Rootstock Software, SAIC Capital, The Charles Schwab Company, Seedcamp, Sherman Financial Group, Sequentum, SeqLL, Sibly, SoftBank, Software AG, SpaceVR, Star Cloud Micronics, Steve Madden, Sumitomo Dainippon Pharma, Times Group of India, TracMap, TTCER Partners, True Greece, The Regents of the University of California, VentureBeat, Verodin, Vita Water, Vive Organic (Wellness Shots), Warner Music, and Women Who Code.

Prior to joining Foley, Todd was a shareholder with an Am Law top 10 firm and previously worked with a Silicon Valley venture capital firm as well. From 1989 to 1991, he was a law clerk for the Honorable Patricia C. Fawsett and Honorable Kendall G. Sharp for the U.S. District Court for the Middle District of Florida.

Representative Experience

Select Venture Financings

  • Beam Solutions, a fintech startup, in its seed preferred financing round led by Canaan Partners, and its Series A financing led by Greycroft, as well as venture debt financings
  • Hover, Inc., a computer vision startup, in its $25 million Series B financing led by GV, Home Depot and Standard Industries, as well as venture debt financings
  • An undisclosed venture backed company in its $25 million Series C financing
  • Ample, an electric car charging startup, in its $31 million Series A financing
  • Western Technology Investment in a financing to an undisclosed company
  • Verodin in its $25 million Series B financing led by TenEleven Ventures and Bessemer Venture Partners
  • Inpher in its $10 million Series A financing led by J.P. Morgan
  • GSV Labs (formerly NestGSV), a Silicon Valley based incubator, in various preferred financings and convertible debt financings
  • Warner Music in several equity and convertible note financings
  • Times Group of India in preferred financings of several U.S. venture backed startups
  • TTCER Partners in two separate preferred equity financings
  • NGP Capital (formerly, Nokia Growth Partners) in leading the Series A financing of Xnor.ai, an AR deep learning startup
  • Cue, a health tech hardware startup, in its $45 million Series B financing led by Johnson & Johnson Innovation and its $7.5 million Series A financing and separate venture debt financings
  • NGP Capital as lead investor in the $40 million Series C financing of Zum, a logistics rideshare company
  • NGP Capital as lead investor in the $15 million Series C financing of Celect, a predictive analytics startup
  • OCA Ventures as lead investor in an undisclosed Series A financing of an AI consumer facing startup
  • NGP Capital as lead investor in the $70 million Series B financing of Lime
  • NGP Capital in its participation in the $41 million Series B financing of Fetchr, a logistics business and consumer application startup
  • Nokia Growth Partners as lead investor in the $27.5 million Series C financing of SecurityScorecard
  • Pear Ventures in numerous series seed preferred and convertible note financings and follow on preferred financings of portfolio companies
  • The Regents of the University of California in various undisclosed direct equity investments
  • Nokia Growth Partners as lead investor in the $16 million Series C financing of RapidMiner, an open source predictive analytics platform
  • Nokia Growth Partners as lead investor in the $14 million Series C financing and follow on $50 million Series E financing of Workfusion, an enterprise smart process automation company
  • Dainippon Sumitomo Pharma Co, a Japan based pharmaceutical company, in its $4.29 billion strategic partnership with and Series E investment in Edison Pharmaceuticals, a specialty pharmaceutical company dedicated to developing treatments for children and adults with orphan mitochondrial diseases
  • Nokia Growth Partners as lead investor in the first investment from its dedicated $100 million connected car fund in the $8 million Series B financing and separate $10 million Series C financing of Zubie, a leading startup in the connected car space
  • Nokia Growth Partners as lead investor in the $15 million Series B financing of Whistle Labs, a pet wearables startup
  • Nokia Growth Partners, as lead investor in the $10 million Series B financing of Gigwalk, a SaaS enterprise company for on demand mobile workers
  • Nokia Growth Partners as lead investor in the $6 million Series A financing of Citymaps, a social mapping startup
  • Nokia Growth Partners in several additional venture financings including Luminate, Peloton Technologies, and Intermedia
  • Softbank in its $20 million Series B financing of Cinarra Systems, an undisclosed Series D financing of NeuroSky, a biosensor technology and wearables solution provider, and in several other undisclosed venture financings
  • Lifeforce Ventures, an early stage healthtech investment firm, as lead investor in the $6 million Series A financing of Gauss Surgical, a mobile health technology company
  • Saisei Networks, a software networking company, in its $5.6 million Series A financing and undisclosed Series B financing and various convertible debt financings
  • SEQLL, a gene sequencing startup, in its Series A-1 financing.
  • Wharf Street, a private equity fund, as lead investor, in the undisclosed Series B financing of KBRA Holdings
  • Stimwave, a medical device manufacturer in its $5 million Series B financing
  • Venturebeat, an online technology news platform, in its Series C financing and separate venture debt financing by Western Technology Investment
  • Prima Merdu Sdn in its participation in the $4.5 million Series A investment of Faster Faster (Alta Motors), a leading all electric motorcycle startup
  • Nokia Growth Partners as lead investor in the $20.5 million Series B financing of EventBoard, Inc., a smart office technologies company
  • SAIC Capital in the $100 million Series C financing of Via Transportation, a ride-sharing service that pools commuters
  • SAIC Capital in the $24 million Series B financing of Yourmechanic, an on-demand auto repair startup
  • SAIC Capital in an undisclosed preferred round of financing of a stealth battery energy storage startup
  • SAIC Capital in the $12 million Series B financing of SolidEnergy, a battery startup
  • Fasten, Inc., a Boston-based venture backed ridesharing company, in its $10.5 million Series A financing from several investors
  • Dabble (formerly Adjoy), a Tampa-based venture backed martech company, in its $6.8 million Series A financing from several investors
  • Verodin, a Reston VA based cybersecurity venture backed company, in its $10 million Series A financing from several investors including Crosslink Capital, Blackstone, Rally Ventures, and Cisco Investments
  • Asimmetric (Cape Networks), a San Francisco based AI networking company, in its seed preferred financing round led by Root Ventures, and including Bolt and Haystack
  • Nitrio Inc., a Palo Alto-based sales AI startup, in its undisclosed amount of preferred stock financing by Pear Ventures, Amino Capital, and zPark Capital
  • Numerous startup companies, including Foundersuite, Nitrio, Product Peel, SixthContinent, Mr. Holmes Bakehouse, and Verodin in recent various Series Seed preferred financings
  • Numerous startup companies, including Ablenook, Carehopper, SpaceVR, Vive Organic, Everyday Olympian, KNOX Medical, Kiana Analytics, Healthsnap Solutions, Momentum Dynamics, Dabble, Evine, Orbeus, Launchtrack, Splendid Labs in various convertible debt and SAFE financings

Select M&A Transactions

  • Cape Networks (Assimetric), an AI networking company, in its sale to Hewlett Packard Enterprise for an undisclosed purchase price
  • Symphony AI in its acquisition of Media Audits International for an undisclosed purchase price
  • Fasten, Inc., a Boston-based venture backed ridesharing company, in its sale to Vezet Group for an undisclosed purchase price
  • Warner Music in its acquisition of Uproxx Media Group for an undisclosed purchase price
  • Software AG, an enterprise software company, in its acquisition of Built.io, an iPaaS startup for an undisclosed purchase price
  • Rootstock Software in its acquisition of cloud ERP software company, Kenandy, for an undisclosed purchase price
  • Software AG in its acquisition of Zementis, Inc. for an undisclosed purchase price
  • Wharf Street, a private equity fund, in its $330 million acquisition of KBRA Holdings (Kroll Bond Ratings Agency), a previously venture backed bond rating agency
  • Odyssey Investment Partners, a middle market private equity firm, and its portfolio company, EAG, an independent laboratory network company, in the following acquisitions by EAG for undisclosed purchase prices: merger acquisition of ABC Laboratories, stock acquisition of PTRL West and PTRL Europe, stock acquisition of Seal Labs, and stock acquisition of Wildlife International, among other acquisitions and dispositions
  • Represented privately held packaging company in its $355 million acquisition by a leading middle market private equity firm
  • Capital régional et coopératif Desjardin, a Quebec based publicly traded crossover fund, in its stock and asset acquisition of the automotive thermoplastic division of Camoplast Solideal for an undisclosed purchase price
  • Software AG, a German based enterprise software company, in its merger acquisition of Relational Networks (aka Longjump), a cloud platform vendor, for an undisclosed purchase price
  • Sub10 Systems, a U.K. based provider of wireless backhaul solutions, in its sale to Fastback Networks for an undisclosed purchase price
  • Strategic Social, a security technology integration and business consulting firm, in its LLC interest acquisition by Constellis Group for an undisclosed purchase price
  • TigerMe in its LLC interest acquisition by Cisco Systems for an undisclosed amount
  • Social Hour, a mobile marketing company, in its $51 million merger acquisition by PlayPhone
  • Divitech A/S, a Danish based digital service management solution provider, in its sale to Cisco Systems for an undisclosed amount
  • Samsung in its asset acquisition of Clairvoyante, a display technologies company for an undisclosed amount
  • SkyData, a mobile solutions provider, in its asset sale to SAP for an undisclosed amount
  • Lift Media, a payment provider, in its stock acquisition by Webloyalty, for an undisclosed amount
  • Wafer Reclaim, a silicon wafer provider, in its $15 million asset acquisition
  • Patterson Vegetable Company in its management buy out of Patterson Frozen Foods, a leading frozen food packer, for an undisclosed amount
  • Micrus Endovascular in its asset acquisition of Vascon, a medical device company
  • Numerous other buyers and sellers in asset, stock and merger acquisitions

Education

Todd earned his Master of Laws in international commercial law from the London School of Economics (LL.M., 1993) and his Juris Doctor from the University of Florida Levin College of Law (J.D., 1989). He also graduated, cum laude, from Wake Forest University (B.A., 1986) where he majored in history.

Community Involvement

Committed to investing in the community, Todd is an advisor to Quest Scholars, a non-profit 501(c)(3) organization that serves low-income youth who aspire to higher education. He also works with the not-for-profit Women Who Code, a global organization 6,000 members strong dedicated to educating and inspiring women to pursue and excel in technology careers, and with MAD Foundation, a nonprofit organization dedicated to improving food culture, founded by world-renowned chef Rene Redzepi, and Localization Lab, a nonprofit 501(c)(3) organization providing localization services and support for internet freedom tools. He is a founding member of the Florida International Civil Law Notaries and in addition, he is former general counsel to the Florida Aviation and Aerospace Alliance, Inc., a 501(c)(3) organization promoting the development of space, defense and aerospace industries in the State of Florida. He is also a member of the San Francisco Center for Economic Development Advisory Council.

Admissions and Professional Memberships 

Todd is admitted to practice in California and is currently inactive but a member of The Florida Bar and the Pennsylvania Bar. He is also a member of the American Bar Association. 

Languages

He speaks conversational Russian from his time living and working in Russia in the early to mid-1990s.

Selected Publications and Presentations

Todd is the author of The Acquisition and Sale of the Emerging Growth Company: The M&A Exit, published by ThomsonReuters/West Publishing (2017). He has also authored many articles, including, “How to leave a company and not get sued” (2006) and “Top 5 Exit-Deal Killers for Early-Stage Companies” (2013), which appeared in VentureBeat, and co-authored “U.S. Investors Continue to Play a Role in Growth of European Startups,” which appeared in Bloomberg BNA. He was interviewed by California Lawyer in August, 2013 to comment on recent trends occurring in mergers and acquisitions both in the U.S. and abroad. He frequently lectures on mergers and acquisitions, startup formation and financing matters, as well as to foreign entrepreneurs in setting up their business in the U.S. Recent presentations include:

  • Speaker, “Funding Choices for European Tech Companies,” Berlin and Frankfurt, Germany, September 2016
  • Speaker, “Early Stage Company Financing,” Various Plug and Play Accelerators, Sunnyvale, CA, May 2017 and September 2016
  • Speaker, “Bringing Your Business to the U.S.,” Plug and Play, Sunnyvale, CA, April 2017 and April 2016
  • Speaker, “Coming to the U.S. to Do Business,” Palo Alto, Seedcamp Companies, Palo Alto, CA, February 2016 and October 2015
  • Speaker, “Early Stage Financing,” Palo Alto, CA, Silicon Valley Bank, January 2016
  • Speaker, “Legal Considerations for Startup Entrepreneurs,” Berkeley Lab Innovation Corps, Berkeley, CA, January 2016
  • Speaker, “Investing in US Startups,” U.S. China Trade Delegation, Palo Alto, CA, September 2015
  • Speaker, “Flipping to the USA,” News Podcast, Seedcamp, May 2015 (available here)
  • Speaker, “Financing Your Startup,” Ideas to IPO Series, Palo Alto, CA, May 2017, July 2016, and June 2015
  • Speaker, “Early Stage Financing,” Pear Ventures Garage Series, Palo Alto, CA July 2016
  • Speaker, “Startup Legal Primer,” Pejman Mar Garage Series, Palo Alto, CA, June 2015
  • Speaker, “Investing into the U.S. for Japanese Corporates,” Japanese Institute of International Business Law (IBL), Tokyo, Japan, June 2015 and January 2015
  • Speaker, “M&A in the U.S.,” Japan In House Lawyers Association (JILA), Tokyo, Japan, June 2015 and January 2015
  • Speaker, “Startups Coming to the U.S.,” a global webinar for Startup Grind, April 2015
  • Speaker, “Early Stage Financing – Plug & Play Accelerator Mentor Series,” Sunnyvale, CA, March 2015
  • Judge, GrowthBeat Innovation Showdown, San Francisco, CA, August 5-6, 2014
  • Judge, MobileBeat Innovation Showdown, San Francisco, CA, July 9, 2014
  • Participant, “Mergers & Acquisitions,” 2014 Roundtable Series, California Lawyer, June 2014
  • Judge, VentureBeat’s DataBeat Show, San Francisco, CA, May 19-20, 2014
  • Speaker, “The M&A Exit – Chapter 3: The M&A Exit Transaction Process,” 4th Annual Western M&A Forum, November 6, 2013
  • Speaker, “A Legal Primer on Early-Stage Financing For Your Startup,” California Institute for Quantitative Biosciences, University of California - San Francisco, September 13, 2013
  • Judge, CloudBeat 2013 Innovation Showdown, September 10, 2013
  • Speaker, “Start Up Exits: Deal-Making in the Cloud," RocketSpace, San Francisco, CA, January 2013
  • Speaker, “Start Up Exits: Social Commerce,” General Assembly, New York, NY, July 2012
  • Speaker, “Start Up Exits: Early Stage M&A,” RocketSpace, San Francisco, CA, January 2012 and September 2011
  • Speaker, “Start Up Exits: Early Stage M&A,” Greenberg Traurig, LLP, San Francisco, CA, April 2011
  • Speaker, “Strategy Session: Startup M&A From Garage to Exit,” Greenberg Traurig, LLP San Francisco, CA, December 2010 
  • Webinar Speaker, “What You Need to Know About Raising Venture Capital in the Silicon Valley,” US Market Access, September 30, 2010 
  • Numerous presentations to a variety of audiences regarding company formation, financing strategy, forming a presence in the U.S. as a foreign technology company, at Plug and Play Tech Center, 2009 - Present

Representative Matters

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In January 2014, Dainippon Sumitomo Pharma Co., Ltd entered into an agreement with Edison Pharmaceuticals, Inc. ("Edison") that amends the license agreement between the two companies relating to EPI-743 and EPI-589, which are therapeutic agents under development for mitochondrial disease. On the same date, a joint research agreement for discovery of novel candidate pharmaceutical compounds targeting cellular energy metabolism and a stock purchase agreement relating to DSP’s purchase of an equity interest in Edison were also entered into. Foley & Lardner LLP client Dainippon Sumitomo Pharma Co., Ltd. manufactures and sells pharmaceuticals, food ingredients, food additives, veterinary medicines, diagnostics, and others in Japan, China, North America, and internationally. The company offers various pharmaceutical products and develops and sells ingredients and additives and offers veterinary medicines for companion animals, including dogs and cats; and farm animals, such as cattle, swine, horses, and cultured fish. Additionally, the company develops point-of-care testing diagnostic products for infectious diseases. The company was founded in 1897 and is headquartered in Osaka, Japan. Dainippon Sumitomo Pharma Co., Ltd. operates as a subsidiary of Sumitomo Chemical Co., Ltd. Edison Pharmaceuticals is a biotechnology company based on the discovery and development of low-molecular therapeutic drugs for the treatment of Mitochondrial disease. Founded in 2006, it is headquartered in Mountain View, California, USA.