Kathryn McCall has twenty years of corporate governance and transactional experience. She focuses on helping emerging growth companies and small businesses succeed. Her clients appreciate her pragmatic and strategic advice regarding their entity formation, financing, and operational concerns. As outside general counsel for many of her clients, Ms. McCall has counseled C-Level Officers and Boards of Directors on corporate governance, debt and equity financings, strategic alliances, mergers & acquisitions, technology transactions, joint ventures, commercial agreements (e.g. distribution, licensing, software-as-a service, development services, offer letters and employment agreements, master services agreements), equity incentive plans, and securities filings. She has also negotiated preferred stock financings on behalf of angel and seed investors and venture capital funds. Some of the industries in which Ms. McCall has provided legal counsel include: cannabis, media; technology; internet of things; education; internet-based products, services and applications; consumer products; retail; publishing; and health and fitness.
Ms. McCall is head of the Cannabis Industry Team at Sideman & Bancroft. Her extensive corporate governance and transactional experience makes her uniquely qualified to advise commercial cannabis companies on corporate formation and organizational matters while remaining in compliance with the complex regulatory framework burdening the industry. Working with other members of the firm’s cannabis practice group enables her to create a strategic and coordinated approach to not only business structuring, organizational, and regulatory matters but also intellectual property, tax, estate planning, and business litigation issues.
Prior to joining Sideman & Bancroft LLP, Ms. McCall was Of Counsel with Carr & Ferrell LLP in Menlo Park, California.
Recent Speaking Engagements
- Raising Capital and Vetting Capital Raises – for Entrepreneurs and Investor, Cannabis World Congress and Business Expo, October 21, 2019
- Early Stage Finance and Growth, Cannabis Law Institute, International Cannabis Law Institute, October 4, 2019
- Venture Capital Financing: Mergers and Acquisition Transactions 101: Preparations, Structures and Key Documents an Attorney Must Know, MyLawCLE, July 17, 2019
- Insurance Issues in the Cannabis Industry: Managing Risk Under State and Federal Law, Strafford Publications – July 17, 2019
- Structuring Enforceable Contracts in the Cannabis Industry: Managing Risk Under State and Federal Law – Clear Law Institute, June 17, 2019
- What We Can Learn From Other States – Cannabis World Congress & Business Exposition, New York, NY, May 31, 2019
- Protect Thyself: Investor- vs Company-friendly Deal Terms – Cannabis World Congress & Business Exposition, New York, NY, May 30, 2019
- Structuring Enforceable Contracts in the Cannabis Industry – Federal Bar Association, April 29, 2019
- Structuring Enforceable Contracts in the Cannabis Industry: Managing Risk Under State and Federal Law – Strafford Publications, March 20, 2019
- Federal Law Update: Cannabis Banking Updates – The Business of Marijuana in Northern California, San Francisco, CA, January 17-18, 2019
- Corporate Governance – Cannabis Law Institute, National Cannabis Bar Association, Washington D.C., September 8, 2018
- How to Take Money to Make Money – The Cannabis Law Sessions at MJBizConNEXT, National Cannabis Bar Association, New Orleans, LA, May 8, 2018
- Cannabis Financing and Fundraising – Cannabis as a Business in California, San Francisco, CA, October 13, 2017
- Transitioning Your Cannabis Business to a For-Profit Structure – Meadow, San Francisco, CA, July 20, 2017
- Choosing the Right Entity for Your Cannabis Business – Women Grow, Sacramento, CA, July 6, 2017
- The Basics of Incorporation – Digital Health Entrepreneurship at the University of San Francisco, San Francisco, CA – April 18, 2017
- Common Legal Mistakes Made by Startups – Draper University, San Mateo, CA, October 20, 2017, November 2, 2017, and July 22, 2016
- Choosing the Right Entity for Success – Draper University, San Mateo, CA, October 20, 2017, November 2, 2016, and July 22, 2016
Mergers and Acquisitions
- Representation of PayWithMyBank, Inc., the leading online banking verification and payments provider in the U.S., in its merger with Trustly AB, a Swedish limited liability company and Europe’s leading online banking payments provider.
- Representation of Astound Commerce Corporation, the world’s largest privately-held digital commerce agency, in its acquisition via merger of Fluid, Inc., a leading digital customer experience and software solutions provider
- Representation of PAX Water Technologies, Inc., the industry leader in developing and commercializing potable water tank mixing solutions, in its merger with a wholly owned subsidiary of UGSI Solutions, Inc.
- Representation of the management team of Pearson English Corporation, now known as GlobalEnglish Corporation, in the management led buyout of Pearson English Corporation from Pearson Education, Inc.
- Representation of Latitude 38 Publishing, LLC in the sale of substantially all of its assets to Latitude 38 Media, LLC.
- Representation of SIMCO Electronics, the leading independent provider of high-quality calibration, repair, and software services for test and measurement equipment, in a management-led recapitalization transaction
- Representation of Nexxo Financial Corporation, a provider of technology-based financial services for international monetary remittance, in the sale of substantially all of its assets to MoneyGram Payment Systems, Inc.
- Representation of The Detection Group, Inc., an “internet of things” company which provides web-based 24/7 leak detection solutions for multi-story commercial and residential buildings, in the purchase of substantially all of the assets of Dtection, Inc.
- Representation of Samplify Systems, Inc., a developer of data compression technology, in the sale of a portion of its assets to Integrated Device Technology, Inc. and to White Eagle Sonic Technologies, Inc. and in the sale of certain of its patents to Altera Corporation and to MOOG, Inc.
- Representation of Annie Chun’s, Inc., a manufacturer of Asian-style instant food products, in the sale of 70% of its capital stock to CJ Corporation, the largest food and entertainment company in South Korea
- Representation of MeasureOne, Inc., a specialized data company focused exclusively on student loan data, in its debt financing and seed financing
- Representation of The Detection Group, Inc., an “internet of things” company which provides web-based 24/7 leak detection solutions for multi-story commercial and residential buildings, in its seed financing and Series A Preferred Stock financing
- Representation of Krimmeni Technologies, Inc., a cloud enabled, cybersecurity software company focused on secure communications for connected devices, in its Series A Preferred Stock financing
- Representation of Nexxo Financial Corporation in its Series A, B, C, D, and E Preferred Stock financings
- Representation of Raydiance, Inc., venture-backed next generation ultra short pulse laser company, in its Series B, C, D, and E Preferred Stock financings and in multiple debt financings
- Representation of PAX Water Technologies, Inc., a developer of cost-effective solutions for maintaining the highest drinking water quality in storage tanks, in its Series C Preferred Stock financing
Ms. McCall is a member of the Board of Directors and serves as the Vice President of Community Service for the Rotary Club of San Francisco, an international service organization focused on promoting peace, fighting disease, growing local economies, providing clean water, saving mothers and children, and supporting education at home and abroad.
Ms. McCall is also a member of the following organizations:
- Bar Association of San Francisco
- USC Marshall Partners (the premier academic support group for the University of Southern California Marshall School of Business and the University of Southern California Leventhal School of Accounting)
- Phi Alpha Delta (a professional service organization composed of pre-law students, law students, legal educators, attorneys, judges, and government officials)
- Beta Gamma Sigma (an honor society recognizing business excellence)
- National Cannabis Industry Association
- National Cannabis Bar Association
- Women Grow