In the News

Haynes and Boone Increases Recognition in California Super Lawyers and Rising Stars Listings

ORANGE COUNTY / SILICON VALLEY – The 2014 Northern and Southern California Super Lawyers and Rising Stars listings feature seven Haynes and Boone, LLP lawyers, two more than last year. >>

Bart Greenberg in the Orange County Business Journal: Deal Days

Orange County’s diverse business landscape is “helping create the wave” that could make 2014 the biggest year for mergers and acquisitions here and nationally in more than a decade. >>



Bart Greenberg

Partner

Orange County


600 Anton Boulevard
Suite 700
Costa Mesa, California 92626
T +1 949.202.3037
F +1 949.202.3137

Areas of Practice

Education

  • J.D., University of California, Berkeley School of Law, 1989
  • B.S., University of California, Los Angeles, 1986, magna cum laude; Phi Beta Kappa

Bar Admissions

  • California
Bart Greenberg

Bart Greenberg is a partner in Haynes and Boone's Orange County office, practicing general corporate law with an emphasis on mergers and acquisitions, debt and equity financings and the cost-effective representation of entrepreneurs, start-ups and emerging technology companies.

Bart's experience extends to all types of general corporate matters, essentially serving as outside general counsel to most of his clients. Such matters include, among others, mergers and acquisitions, with an emphasis on consolidations and roll-up strategies; private securities offerings, with an emphasis on those for emerging technology companies, including so-called "friends and family," angel and venture capital financings; debt financings, including senior credit facilities, as well as mezzanine, subordinated and vendor-facilitated debt facilities; the formation of business entities, such as corporations, limited liability companies and joint ventures; shareholder and buy-sell agreements; employment and consulting agreements; and employee compensation matters, with an emphasis on providing equity incentives to employees through the use of restricted stock, stock options and phantom stock plans.

Bart is also a strong contributor to the community by his tireless support and active involvement in many local technology organizations, including, among others, Tech Coast Venture Network, where he currently serves as its Chairman Emeritus; TechBiz Connection, where he currently serves on its Board; OCTANe, where he currently serves on its Technology Leadership Council; the Digital Media Center in Santa Ana, California, where he currently serves on its Advisory Board and an active participant on Quora. Bart is AV® Peer Review Rated Preeminent by Martindale-Hubbell® Law Directory and was selected for inclusion in Southern California Super Lawyers, Rising Stars edition in 2012 and Super Lawyers, 2013-2014.

Representative Experience

Angel and Venture Capital Financings

  • Represented Raise Marketplace Inc. (formerly CouponTrade), a peer-to-peer online secondary gift card marketplace, in its sale of Series A Preferred Stock to accredited investors.
  • Represented Free to Eat, Inc., a provider of allergen free cookies, in its convertible note offering to friends and family.
  • Represented PlayMyAd, Inc., a provider of location based television advertising, in its Series A Preferred Stock financing to a venture capital fund.
  • Represented Prometheus Civic Technologies, FPC, a software development company, in its sale of Series A Preferred Stock to a high net worth individual.
  • Represented Momentum Bridge & Opportunity Fund in its Series A Preferred Stock investment in DataPop, Inc.
  • Represented AnyMeeting, Inc., a provider of online meetings, in its sale of Series A Preferred Stock to members of Pasadena Angels and Tech Coast Angels.
  • Represented Momentum Bridge & Opportunity Fund in its Series A, A-1 and B Preferred Stock investments in Cyber-Rain, Inc.
  • Represented Momentum Bridge & Opportunity Fund in its Series A Preferred Stock investment in Phoenix Energy Technologies, Inc.
  • Represented Masher Media Inc., a producer of a massively multiplayer online game for children, in its sale of convertible notes and related warrants to Tech Coast Angels and certain other high net worth individuals.
  • Represented Tegu, a socially conscious designer and manufacturer of children's toys, in its sale of Series A and A-1 Preferred Stock to accredited investors.
  • Represented Momentum Bridge & Opportunity Fund in its Series A and B Preferred Stock investments in iChange Network, Inc., which was acquired by HerbaLife.
  • Represented Ripple Enterprises, Inc., d/b/a booeep, an online social media entertainment company, in its sale of senior secured notes and related warrants to angel investors.
  • Represented a web-hosting company in its sale of $2 million in Common Stock to, and a $10 million equipment line of credit extended by, a strategic investor.
  • Represented Mobis Transportation Services, Inc., d/b/a Bikestation, a social enterprise company, in its sale of convertible notes and related warrants to Tech Coast Angels.
  • Represented eGuardian, Inc., a website service company in its sale of Series A Preferred Stock to Tech Coast Angels.
  • Represented ChromaDex, Inc., a creator and supplier of botanical reference standards and related phytochemical products and services, in private placements of $8.5 million in common stock.
  • Represented ICL, Ltd., d/b/a badango.com, an internet-based file and image hosting company, in its sale of Common and Series A Preferred Stock to high net worth individuals.
  • Represented Brown Bag Naturals, a provider of brown-bag school lunches, in its convertible note investment by Momentum Bridge & Opportunity Fund.
  • Represented Low Impact Living, LLC, an internet-based aggregator of green products and services, in its sale of Series A Preferred Units to high net worth individuals.
  • Represented Sendio, Inc., a creator and supplier of anti-spam software and hardware products, in its initial sale of Series A Preferred Stock, the follow-on offering, and its sale of Series B Preferred Stock to Athenian Venture Partners, KH Growth Equity Fund, Momentum Bridge & Opportunity Fund and Shepherd Ventures.
  • Represented MaMoCa, Inc., a developer of motion capture technology, in its initial sale of convertible notes and related warrants to Tech Coast Angels, as well as the follow-on offering to such investors.
  • Represented Momentum Bridge & Opportunity Fund in a convertible note investment, and the subsequent Series B and B-1 Preferred Stock investments, in Digital Performance, Inc., an internet-based developer of electronic cataloging technology for automotive parts and accessories.
  • Represented OptionEase, Inc., the developer of a software as service product used in the accounting and maintenance of stock option plans in its initial sale of a convertible notes to a high net worth individual, the follow-on offering of convertible notes and related warrants to Pasadena Angels and Tech Coast Angels, and its sale of Series A Preferred Stock to GADS Option Funding, LLC.
  • Represented Tech Coast Angels in a convertible note financing of Allylix, Inc., the developer of proprietary technology that allows it to produce certain natural products.
  • Represented Ginni Designs, LLC, a developer of flat-screen mounting products, in its sale of Series A Preferred Units to Tech Coast Angels.
  • Represented a project finance company in its initial sale of $1.2 million in Series A Preferred Stock to a venture capital firm.
  • Represented a medical supplies distribution company in its offerings of Series A-1, A-2, B and C Preferred Stock to venture capital firms. The aggregate amount raised in these financings was $41 million.
  • Represented a medical device manufacturer and distributor in its offerings of Series B, C and D Preferred Stock to venture capital firms. The amounts raised in each financing ranged from $5 million to $15 million.

Other Types of Financings

  • Represented PowerDirect Marketing, LLC, an integrated front door marketing company, in its sale of $8 million of senior subordinated debt to Triangle Capital Corporation.
  • Represented Caliber Collision Centers in its acquisition of, subsequent restatements and ultimate restructuring of, vendor-facilitated credit facilities in the aggregate amount of $58 million.
  • Represented Caliber Collision Centers in its offerings, subsequent restatements and ultimate restructuring, of senior subordinated notes to institutional investors. The aggregate amount raised in these financings was approximately $35 million.
  • Represented Caliber Collision Centers in its acquisition of a $7 million senior secured revolving credit facility from an institutional lender.
  • Represented Caliber Collision Centers in its offerings of Series C-1, C-2, D-1, D-2 and E Preferred Stock to private equity and strategic investors. The aggregate amount raised in these financings was approximately $55 million.
  • Represented two private equity companies in their initial $20 million capital investment in Caliber Collision Centers.
  • Represented Lendnetwork.com, a subprime automobile finance lender, in its initial $75 million warehouse credit facility.
  • Represented Lendnetwork.com, a subprime automobile finance lender, in its offerings of Series A, B, C and D Preferred Stock to private equity investors. The aggregate amount raised in these financings was approximately $25 million.
  • Represented Data Processing Resources Company, an information technology staffing company in its $100 million senior credit facility with Wells Fargo, N.A.
  • Represented Data Processing Resources Company, an information technology staffing company, in its secondary public offering and its Rule 144A offering of convertible notes. The valuations of the transactions were $40 million and $100 million, respectively.

Mergers and Acquisitions

  • Represented Speedtax, Inc., a provider of innovative Software-as-a-Service (SaaS) sales and use tax solutions, to CCH.
  • Represented HMC Architects, an architectural design and planning firm, in its acquisition of Beverly Prior Architects.
  • Represented the franchisee of three party supplies stores to the franchisor.
  • Represented Environmental Resolutions, Inc., an environmental soil and groundwater remediation firm, in its acquisition by Cardno Limited.
  • Represented Team Surgical, Inc. in its sale of a controlling interest in Team Makena, LLC to Ossur Americas, Inc.
  • Represented MaMoCa, Inc., a developer of motion capture technology, in its acquisition by Motion Analysis Corporation.
  • Represented ChromaDex, Inc., a creator and supplier of botanical reference standards and related phytochemical products and services, in its reverse merger into a public shell, with an initial, post-merger market capitalization of approximately $100 million.
  • Represented LogoYes.com, an internet-based do-it-yourself branding company in its sale to Website Pros, Inc.
  • Represented Herb Thyme Farms, Inc., a grower and distributor of agricultural products, in its acquisition by merger by The Riverside Company.
  • Represented Junckers Hardwood, Inc., a distributor of hardwood flooring products, in the sale of the retail segment of its business.
  • Represented Courage, Inc., the creator of the Kooky's brand and images, in its sale to Ultra Pro Corporation.
  • Represented CD Listening Bar, Inc., d/b/a Super D, a distributor of CDs and DVDs, in its acquisitions of Infinity Resources, Inc. and MSI Music.
  • Represented a medical device manufacturer representative in its simultaneous acquisition of four regional distributors of the same manufacturer's products.
  • Represented an automobile collision repair company in its first two acquisitions, as well as its related friends and family financings to finance such acquisitions.
  • Represented a partnership in its acquisition from a public company of a 70 percent ownership interest in Source Scientific, LLC, a medical device developer and manufacturer, and the subsequent sale of 50 percent of its ownership interests to BIT Analytical Instruments, Inc.
  • Represented Herb Thyme Farms, Inc., a grower and distributor of agricultural products, in four of its consolidating acquisitions and two of its disposition of assets.
  • Represented a restaurant holding company in its acquisition of a family owned restaurant chain of 13 stores. The transaction was valued at approximately $23 million.
  • Represented Caliber Collision Centers in approximately 30 of its consolidating acquisitions. The transactions were in the form of asset and stock purchases and ranged in valuations from $400,000 to $12 million.
  • Represented Perigon Medical Holdings Corp., a medical supplies distribution company, in all 12 of its consolidating acquisitions. The transactions were in the form of asset purchases, stock purchases and mergers and ranged in valuations from $500,000 to $20 million.
  • Represented Data Processing Resources Corporation, an information technology staffing company, in all 12 of its consolidating acquisitions. The transactions were in the form of asset purchases, stock purchases and mergers and ranged in valuations from $4 million to $80 million.
  • Represented EDiX Corporation, a medical device manufacturer and distributor, in all five of its consolidating acquisitions. The transactions were in the form of asset and stock purchases and ranged in valuations from $200,000 to $4 million.
  • Represented a software developer in its sale to a large software developer. The transaction was valued at $20 million.
  • Represented Vermont Castings, Inc., a manufacturer of fireplaces and hearth products, in its acquisition of a manufacturer of gas fire log sets. The transaction was valued at $4 million.

Publications

  • Author, "Special Issues in Using Stock as Consideration in Acquisitions," Orange County Business Journal, September 19, 2011.
  • Author, "Representing the Founder in a Technology Company VC Deal," Inside the Minds, Analyzing VC Deal Terms, Aspatore Books, 2008.

Speeches and Presentations

  • Guest, "How to Avoid Common Legal Startup Traps & Pitfalls," a Live Virtual Event by Tech Coast Angels, August 25, 2011.
  • Moderator, "Raising Your Seed Round Financing: Should You Use Convertible Notes or Preferred Stock?, Business Growth Conference 2011, May 9, 2011.
  • Speaker, "Common Business Plan Mistakes: What not to do," CalIT2 at UCI, April 7, 2011.
  • Speaker, "Funding Options for Companies Seeking Financing," TechBiz Connection's Monthly Meeting, March 16, 2011.
  • Guest Lecturer, "Common Entrepreneur Mistakes," Chapman University, Entrepreneurial Finance, October 26, 2010.
  • Speaker, "Negotiation of the Preferred Stock Term Sheet in Today's Market," Perfect Business Summit 2010, October 7, 2010.
  • Guest Lecturer, "What Can Go Wrong?" Lloyd Greif Center for Entrepreneurial Studies, Marshall School of Business, USC, June 30, 2010, April 4, 2011 and April 5, 2011.
  • Panelist, "Business Plans That Get Funding: Essentials of the Process," Business Growth Conference 2010, May 6, 2010.
  • Guest Lecturer, "Common Entrepreneur Mistakes," Lloyd Greif Center for Entrepreneurial Studies, Marshall School of Business, USC, June 3, 2009, September 9, 2009, May 28, 2010, September 1, 2010 and May 25, 2011.
  • Speaker, "Common Entrepreneur Mistakes," CEO Advisor Forum, March 26, 2009.
  • Judge, Venture Capital Investment Conference, Regional Finals at University of Southern California, March 6, 2009.
  • Panelist, "Hear it Direct from the Angels: What Gets Funded," Tri-Tech Funding Conference, October 16, 2008.
  • Panelist, "Successful Companies Through Incubation, SoCal Incubators Serve the High Tech Industry," The Caltech/MIT Enterprise Forum, October 11, 2008.
  • Speaker, "What it Means to be Fundable," American Institute of Aeronautics and Astronautics, July 22, 2008.
  • Speaker, "Common Entrepreneur Mistakes," Orange County Entrepreneurs' Network, June 7, 2008.
  • Speaker and Panelist, "Successful Strategies for Mergers and Acquisitions," TechBiz Connection's Monthly Meeting, April 16, 2008.
  • Guest Lecturer, "Negotiating the Term Sheet," Pepperdine University Graziadio School of Business Management, January 24, 2008.
  • Speaker, "Representing Early Stage Technology Companies," The Entrepreneur Mentor Society, November 10, 2007.
  • Guest Lecturer, "Entity Selection and Formation," Lloyd Greif Center for Entrepreneurial Studies, Marshall School of Business, USC, May 30, 2007, September 5, 2007, August 6, 2008 and November 21, 2008.
  • Speaker, "Negotiating the Term Sheet," Cal Tech 100 Southern California Conference, in Irvine, California, April 25, 2007.
  • Panelist, "I've Bootstrapped. . .What's Next?," TechBiz Connection's Monthly Meeting, April 16, 2007.
  • Speaker, "Why a Shareholders' Agreement," Tech Coast Venture Network's Monthly Workshop, April 5 and 12, 2007, April 3 and 10, 2008, June 4 and 11, 2009, May 4, 2010 and May 3, 2011.
  • Speaker, "Negotiating the Term Sheet," Tech Coast Venture Network's Monthly Workshop, November 29, 2006, November 1 and 8, 2007, August 7 and 14, 2008, October 1 and 15, 2009.
  • Speaker, "Equity Incentives for Employees," Tech Coast Venture Network's Monthly Workshop, September 21, 2006, November 1 and 8, 2007, July 9 and 10, 2008 and August 12 and 13, 2009, June 3, 2010 and May 3, 2011.
  • Panelist, "How to Attract and Retain Talent" and "Mergers & Acquisitions," The Entrepreneur Institute President's Forum, in Costa Mesa, California, March 13, 2007.
  • Speaker, "Avoiding Common Business Plan Mistakes," Tech Coast Venture Network Workshop Series Breakfast, March 30, 2006.
  • Panelist, "Access to Capital" and "Mergers & Acquisitions," The Entrepreneur Institute President's Forum, in Costa Mesa, California, March 21, 2006.
  • Speaker, "Negotiating the Term Sheet," University of La Verne Center for Strategic Thinking Workshop Series Breakfast, February 8, 2006.
  • Speaker, "Negotiating the Term Sheet," TechBiz Connection's Business Roundtable Breakfast, August 26, 2005.
  • Panelist, "Entrepreneur War Stories: Exit Strategies & Going Public," TechBiz Connection's Monthly Meeting, June 15, 2005.
  • Speaker, "Employee Equity Incentives," TechBiz Connection's Business Roundtable Breakfast, December 17, 2004.
  • Panelist, "Understanding Collision Industry Consolidation," at the California Autobody Association's Autobody Expo '98, in Ontario, California, September 30, 1998.

Selected Representative Experience


Acquisition of Infinity Resources, Inc.
Represented CD Listening Bar, Inc., an Internet-based distributor of entertainment media, in its acquisition of Infinity Resources, Inc.

Memberships

  • Member, Orange County Bar Association
  • Member, California Bar Association
  • Member, Business Law Section of the State Bar of California
  • Honorary Advisory Board, Entrepreneur Mentor Society, October 2008 to present
  • Member, OCTANe Leadership Council - Technology, June 2008 to present
  • Board of Advisors, Digital Media Center, Rancho Santiago Community College District, Santa Ana College, April 2006 to present
  • Member, Access Executive Network, April 2006 to present
  • Member, Orange Coast Venture Group, from September 2002 until its merger with OCTANe
  • Member, Association for Corporate Growth, Orange County Chapter, February 2002 to present; Director 2003 to 2006; Chair of the Programs Committee, 2005-2006
  • Member, Tech Coast Venture Network, August 2001 to present; Chairman, August 2005 to October 2010; Chair Emeritus, November 2010 to present 
  • Director, Ocean Heights Maintenance Association, 1999 to 2008; 2009 to present; President, 1999-2001 and 2002-2008 and 2010 to present; Secretary 2009
  • Member, TechBiz Connection, July 2004 to present; Director, January 2005 to present
  • Evaluator and Reviewing Panelists, Office of Technology Transfer & Commercialization, California State University, San Bernardino, November 2003 to present
  • Chief Financial Officer and Director, G4 Ventures, Inc., December 2000 to March 2009
  • Member, Board of Advisors, The Entrepreneurship Institute, Orange County Chapter, 2005 to 2007
  • Co-Chair, Blue Knot, the Jewish Tech Initiative, Orange County Chapter, March 2006-December 2007
  • Member, Inland Empire Business Forum, June 2003 to July 2005
  • Member, Board of Directors, IEtechSource, March 2003 to December 2004
  • Director, The Arroyo Maintenance Association, 1990 to 1997; President, 1990 to 1997

Online Publications

10/04/2011 - Orange County Business Journal Guest Article: Special Issues in Using Stock as Consideration in Acquisitions
The issues surrounding any acquisition transaction can be complicated enough. If, however, a buyer should decide to offer up some of its stock as acquisition “currency,” the number and complexity of issues can increase exponentially. In this article, we provide a brief overview of some of the more important considerations affecting deal, structure and deal terms when a buyer offers up some of its stock to a seller.

10/04/2010 - Hot Branding News, Fall 2010