Bruce F. Dravis

Partner

621 Capitol Mall
18th Floor
Sacramento, CA 95814

Areas of Law:

Corporate, Securities, Mergers and Acquisitions, Intellectual Property, Corporate Finance, Joint Ventures

Admitted to Practice in:

California

Bruce Dravis provides clients with pragmatic, problem-solving advice on transactions (primarily investment and M&A) and corporate governance matters. In addition to representing publicly traded corporations, privately held corporations, and investors in a range of industries, he writes and speaks extensively on corporate governance and developing companies, particularly venture capital backed companies. His clients are active in a variety of industries, including technology, energy, finance, and real estate.

Clients who are direct, fact based, and action oriented appreciate that Bruce provides them with straight forward advice and creative solutions. For example, he pioneered the use of the California fairness hearing process to permit an ESOP owned company to acquire another ESOP owned company using stock rather than cash. In negotiating mergers, acquisitions, and investments for his clients, he identifies where both sides have complementary objectives that can form the basis for a transaction.

His securities law experience includes initial public offerings, registered secondary offerings, Rule 144A offerings, private placements, and ongoing SEC disclosure issues, including corporate governance compliance.

Before joining Downey Brand, Bruce served as General Counsel for a publicly traded semiconductor corporation that was acquired by Intel for $2 billion.

His first book, The Role of Independent Directors After Sarbanes-Oxley, was published by the American Bar Association in 2007. His second book, Your Billable Life, was published by Kaplan in 2008. He also contributed a chapter on business planning to the Emerging Company Guidebook, published by the American Bar Association.

He is former co-chair of the California State Bar corporations committee, and serves on the ABA subcommittee on corporate governance. He has been active on the boards of multiple Sacramento community organizations.

EXPERIENCE

Practice emphasizes business representation, including technology-based and publicly-traded companies, with an emphasis on public and private securities transactions (private and venture capital securities offerings, public company disclosure compliance and public offerings, and stock option plans), corporate finance and operation (board of directors fiduciary duties; mergers, acquisitions, and sale of businesses; and, executive compensation), and intellectual property development and licensing (development and joint venture agreements; licensing; and, company policies on trade secrecy, patents, employee training, and related matters).

Public offering/finance: More than $250 million in IPO and secondary offerings of equity; $115 million private offering of convertible notes and follow-on public registration.

Acquisitions: $300 million acquisition of Alantro Communications by Texas Instruments; more than $150 million of public company and private company acquisitions; activities include structuring, negotiating, and documenting acquisitions; planning role included consideration of SEC, corporate law, and accounting issues; conducted complex acquisitions involving employee ownership and ESOP issues, involving California fairness hearing process.

Governance, board and management issues: Advised Board and management regarding governance obligations established by SEC, state law, and exchanges, including adoption of committee charters, and actions and reports by committees; advised on executive compensation, including stock option and stock purchase plans and related disclosures; board and committee minutes; fiduciary duty issues; corporate law issues.

Securities disclosure/compliance: Advised and assisted clients with preparation and filing of mandatory SEC reports; advised and assisted clients in preparation of disclosure materials that are not filed with the SEC, including press releases, conference call scripts and background briefings for securities calls and webcasts; organized and assisted in review of disclosures.

Licensing: Negotiated and prepared licensing and joint development agreements.

Intellectual Property protection: Reviewed and negotiated confidentiality agreements; reviewed company practices to protect trade secrets; prepared patent and trademark development policies; worked with engineering and patent counsel to ensure timely action on patent applications.

Contracts: Reviewed, negotiated, and prepared contracts with customers, manufacturers, licensees, landlords, consultants, sales representatives and distributors; where relevant, reviewed anti-trust compliance issues.

Litigation management: Shareholder litigation, labor litigation (defense); patent infringement (plaintiff). Appeared personally in environmental and labor agency proceedings.

Labor: Worked with human resources department and outside labor counsel on matters such as dismissals, investigation of harassment and discrimination claims, employee raiding issues, and intellectual property protection training.

International: Worked with overseas counsel to establish international subsidiaries and address in-country issues; worked with business unit principals in import/export certificates and duty issues.

board and committee MEMBERSHIPS

Sacramento Area Regional Technology Alliance, Director

Sacramento Area Commerce and Trade Organization, Finance Committee Member

State Bar of California Business Law Section, Corporations Committee, Former Committee Member ; Former Co-Chair

American Electronics Association (AeA), Sacramento Area Council, Former Director

UC Connect Advisory Board, Former Member

Sacramento Discovery Museum (and predecessor, Sacramento Science Center ), Board of Directors, Former Member; Former President of Board

EDUCATION

Boston University School of Law (J.D., cum laude , 1985)

California State University, Sacramento (B.A., 1975)

PUBLICATIONS

Independent Directors Guidebook, published by the American Bar Association, 2007, Author

Emerging Companies Guide, published by the American Bar Association (chapter on venture capital finance), 2005, Author

NACD Directors Monthly, "The Attorney as Corporate Director," March 2005, Author

Selected Articles:

The Daily Recorder, "Selected News Columns: Google Attorney 'Caused' Violation," March 2005, Author

The Daily Recorder, "Sorting Out, Sarbanes-Oxley, " February 2005, Author

The Daily Recorder, "Options: Wrong Premise, Wrong Result," January 2005, Author

The Daily Recorder, "SEC Proposes Significant Public Offering Changes," November 2004, Author

Sacramento Business Journal, “Don't stop options for a 'foolish consistency',” April 2004, Author

The Daily Recorder, “ Two Cheers for Shareholder Democracy,” December 2003, Author

The Daily Recorder, “ Ideas Aren't Products; Products Aren't Companies,” November 2003, Author

Sacramento Business Journal, “Enron ethics lesson: If it feels bad, don't do it,” May 2002, Author

San Francisco Recorder, “Tough Talk for ‘Smooth' Operators; the SEC plugs a gap in GAAP, and managers must adapt,” September 15, 1999, Author

Sacramento Daily Recorder, Five-Part Series on Securities Disclosure Duties, March 29-April 2, 1999, Author

National Law Journal, “Falling from Grace: New Disclosure Obligations,” January 26, 1998, Author

PRESENTATIONS and teaching

University of California, Davis School of Law, Mergers & Acquisitions, 2002, Professor

CEB Annual “Recent Developments in California Law” program, 2000-2005, Panelist

ACCA, Sacramento Chapter, “Attorneys as Gatekeepers,” 2005, Speaker

Sacramento County Bar Business Section, “Policy and Practical Issues Regarding Option Expensing,” 2005, Speaker

Sacramento County Bar Business Section, “Securities Law's All-Time Most Wanted List,” 2004, Speaker

UCD School of Management Courses, “Corporate Finance Matters,” Guest Lecturer

Sacramento Public Relations Association, Corporate Ethics, 2002, Speaker

Golden State Capital Network, Trends in Telecommunications, 2002, Moderator

California State Bar, Winter Conference, “Down Round Financings,” 2002, Panelist

Mergers & Acquisitions seminar, “Buying or Selling a Company in a Uncertain Time,” 2001, Speaker

UC Davis Springboard business program, Presenter

“IPO Boot Camp,” seminar sponsored by Merrill Lynch, 2000, Presenter

Sacramento County Intellectual Property Bar, “Intellectual Property Issues are Human Resource Issues,” 1997, Speaker