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Sarah Fergusson Chambless

Partner, Corporate  

Santa Monica 310.554.5415

Overview

Sarah Fergusson Chambless focuses her practice on technology companies, specifically in the areas of startup company formation, early-stage finance, technology licensing and regulatory considerations, venture capital investment transactions, and mergers and acquisitions.

Sarah advises emerging companies in the digital media, technology, consumer products, social enterprise and nonprofit sectors in issues related to company formation, corporate compliance, and intellectual property licensing and transactions. She represents both emerging companies and venture capital investors in seed and growth-stage venture capital financings (equity and debt), and she has represented buyers, sellers, issuers and investors in investments, business combinations and buyout transactions in the digital media, technology, consumer products and healthcare sectors. Sarah also has experience in the planning, structuring and formation of venture capital funds and joint ventures.

Sarah is very active in the Los Angeles startup community and regularly acts as a mentor, speaker and guest lecturer at incubators, accelerators, business organizations and universities. She also sits on the Advisory Board of OSEA Angel Investors, an angel investment group focused on and driven by women executives and entrepreneurs.

Sarah was selected as one of Variety’s Hollywood’s New Leaders: Lawyers in 2013, and is a Southern California Super Lawyers Rising Star (2015 – 2019).

Prior to joining Fenwick & West, Sarah was the leader of the venture capital and emerging companies practice at a major national law firm. Before she began her legal career, Sarah taught elementary school in Compton, California, as a Teach For America corps member.

While attending law school, she was executive notes and comments editor for the Emory International Law Review.

Representative Clients:

Sarah served as corporate counsel in the formation, equity and debt financing and/or provision of general corporate advice for:

  • Basic Space, a peer-to-peer shopping app
  • Clutchpoints, a sports news, reporting and video multiplatform network
  • thedFM.com, a marketing and public relations agency
  • Formative, a formative assessment software platform for teachers
  • Netcloak, a reputation protection software service
  • Scrunch, an influencer marketing platform
  • Urb-E, an electric personal mobility device company
  • Versus, an online gaming platform powering competitive play for real prizes
  • A developer of interactive digital content platform designed to offer games and study materials for children
  • A graphic novel publisher
  • A men’s skincare line
  • A military-native personal care company
  • A multiplatform network catering to car enthusiasts
  • A subscription video platform for romance enthusiasts
  • An AI-powered, text-based video service for young women

She has also represented both emerging and mature companies in the negotiation of agreements related to licensing and development of intellectual property, including Software as a Service (SaaS) Agreements, Master Service Agreements and Software Development Agreements.

Selected Prior Firm Experience:

Investment Transactions

  • Investor counsel to an American DJ, songwriter and record producer
  • Investor counsel to a high net worth individual in investment in Solstice Studios
  • Investor counsel to a family office in investment in New Republic Pictures
  • Fund formation counsel to a production company
  • Investor counsel to various high net worth angel investors in seed stage and follow-on investments in the technology and consumer products spaces
  • Corporate counsel in seed convertible note financings in a number of early-stage technology companies, including corporations and limited liability companies

Mergers & Acquisitions Transactions

  • Corporate counsel to Versus in its reverse merger into a shell company publicly traded on the Canadian Securities Exchange
  • Corporate counsel to an independent rights management and publishing company in negotiating a long-term global partnership with a record label
  • Corporate counsel to a talent management house and an esports company in the sale of the companies to a leading talent agency
  • Corporate counsel to a comic book and graphic novel publisher in its acquisition of a comic book publishing company
  • Corporate counsel to a clothing design and retail company in its acquisition by a private equity group
  • Corporate counsel to a publicly traded software company in its acquisition of certain intellectual property assets of a German software development firm