Joshua Rottner

Partner

Cooley LLP

Joshua Rottner is a partner in Cooley’s Boston office and is a member of the firm’s business department. Josh works with fast growing life sciences and technology companies as outside general counsel throughout their life cycle, from their formation through financings and other strategic transactions to an IPO or M&A exit and also represents several leading growth equity, private equity and venture capital firms in connection with leveraged acquisitions, portfolio investments and matters relating to their portfolio companies.

Beyond his work with early and growth stage companies and investors, Josh has led a number of public offerings for both issuers and underwriters and also advises public companies in merger and acquisition transactions and SEC periodic reporting and compliance.  Josh received his JD from Boston College Law School and his BA in economics from Bates College.

HTA - Tell us about your personal/professional background? 
 
For over 10 years, I have been representing emerging technology and life sciences companies with a clear focus on setting companies up for success in fundraising and ultimately a fruitful IPO or exit.  Over that time, I have found that most of my advice has been more business oriented or strategic in nature, rather than “legal.”
 
HTA - Can you share about your early mentors, and how they have impacted your career?
 
My early mentors are folks that have encouraged me to take ownership of clients’ problems, and solve them as if they were my own problems.  From that perspective, it is important to be sure that I understand my clients’ ultimate goals, rather than just answer their specific questions. When I focus on doing that, the attorney-client relationship becomes both easier and more fun.
 
HTA - In your opinion, what makes Cooley such an innovative law firm?
 
Innovation is in our clients’ DNA, so it has to be in our DNA too. Unlike many large law firms, Cooley only represents clients in the innovation economy – while we are a full service law firm with all of the practice areas that one would expect for a large firm, our lawyers only interact with clients who work in innovative fields. As a result, we understand how innovators, scientists and creators think, and apply that to our own practices.
 
HTA - You help high growth tech and life science companies from formation through an IPO or M&A exit, are there any unique formation to exit stories that you can share?
 
Every company’s story is unique, which makes my job really interesting.  Some of the experiences that I have learned a lot from involve navigating interesting inter-founder issues, helping entrepreneurs compare competing bids for an exit and an investment, and working with a company to continue their success after an exit transaction that didn’t go through.
 
HTA - You are an avid skier. Do you see any correlations between skiing and running a startup?
 
In both cases, it may seem like things are moving a bit too fast and bumpy. Yet if you focus, you can still keep everything going quickly, while smoothing out the choppiness and enjoying the ride.
 
HTA - What are the most important issues a startup faces when seeking venture financing for the first time?
 
Legally speaking, control and economics are the most important. However, entrepreneurs should not forget that they need an investor that they can work well with to build the company. Sometimes investors focus on maximizing their valuation in a financing but miss other items that are even more important to their future success. I counsel entrepreneurs to consider all of the relevant factors in working with investors, including personality fit, control rights, economics on exit and valuation as they seek financing.
 
HTA - While working to maximize their equity interest, what are some common pitfalls startup founders should avoid as they build their company towards an exit?
 
The most common legal pitfall that I see is not stopping to document agreements or corporate actions.  While some issues can be fixed after the fact, others cannot, and it is generally easier and cheaper to do things correctly the first time.  Another common pitfall is not being careful enough when selecting co-founders or not carefully thinking through equity ownership and vesting (which are related issues).  Disputes among co-founders at an early stage can be fatal to a company, particularly if founders walk away and retain significant ownership or control in the company.
 
HTA - How do you learn?  What are you reading?
 
I am definitely an experiential learner, but also enjoy learning by reading and writing.  In terms of recent books, this summer I read Zorba the Greek for the first time before a family vacation to Greece and found its message of enjoying and embracing life like the title character Zorba to be inspiring