Brian's Bio

Brian began his college studies as a business major.  But he had the good fortune of serving as a missionary in France and Belgium for two years and fell in love with the people, food, and rich culture and history of Europe.  He changed his major to the humanities, namely the Classics, to learn the rich history of the foundations of Western European culture.


He also learned from a French chef to forage for wild mushrooms in the forests to bring home and cook up for amazing meals.  Something he and the kids love to do whenever near lush forests and mountains (not a whole lot near San Diego). 


Studying Greek and Latin led next to Hebrew.  He wanted to ensure he didn’t rely on anyone else’s interpretation of such an important text as the Bible, a foundation for much of Western thought.  This opened up yet another world in digging even deeper into the foundations of our cultural heritage where Brian pursued graduate studies in the languages and literature of the ancient Near East. 


He pursued a dual track, learning both ancient Biblical Hebrew, and modern spoken Hebrew.  He was awarded a grant to attend the Jerusalem Ulpan intensive Hebrew study course at the Hebrew University of Jerusalem where he spent the summer of 1997 becoming somewhat conversant in modern Hebrew.


He was also privileged to study Ugaritic, an ancient cuneiform language of a Canaanite group from the ruined city of Ugarit at modern Ras Shamra, Syria as well as ancient Aramaic and modern German. 


But he realized he wanted to return to business, this time through corporate law.  He cut short the path to a PhD and a professor track teaching ancient Near Eastern studies to pursue law school.


While camping and surfing with his wife and kids at San Elijo State Beach in North County, San Diego (a tradition going back to childhood), he and his wife, Lisa, determined to find out of if there were a law school in San Diego.  After trying UCSD and SDSU (this was before the internet), he discovered the campus at the University of San Diego.  The warm, welcoming atmosphere, the beautiful Spanish style buildings, and a view of the San Diego Bay were too much to resist.  He didn’t apply for any other law school.


He received the CALI award in International Business Transactions, an award for the top grade in the class.  When Brian asked Ralph Folsom, the professor of the class, whether he knew one of the partners of a firm conducting on-campus interviews, it turned out they had published a book together on French business transactions.  Professor Folsom wholeheartedly recommended Francois Laugier as a true gentleman and great lawyer, who was a partner in the firm’s Silicon Valley office.  Brian accepted an offer at the firm on the condition that he work with Francois. 


Thus began a rich and rewarding career learning startup and emerging growth company law in Silicon Valley from great mentors while occasionally getting to do business in French with the firm’s French clients doing business in the U.S. 


He was able to return to San Diego in 2009 to join friends from his time at law school at a boutique law firm in Encinitas where he became a partner in the firm.


In late 2017, it was too much to continually work with creative entrepreneurs forging their own path, without doing it himself.  Several factors synergized to inspire him to leave the security of a great job, jump off the cliff, and build his entrepreneur wings on the way down. 


A rich and varied background informs Brian in his guidance to his clients.  Above all, he loves the humanity and warmth of working with great people, doing work he loves, helping his friends and clients strategize and negotiate business deals, building better solutions to modern problems.  He intends to grow the firm into a boutique innovative firm providing the best service possible in one of the latest fields to fall to disruption – “the staid legal guild and its pedigree obsessed, hierarchical, white middle-aged male dominated culture….  This is the Golden Age of the legal entrepreneur.”¹  And Brian intends to surf this new wave with like-minded friends to build the best client- and service-oriented boutique firm in San Diego.


1. Mark A. Cohen, The New Legal Career, Forbes, June 5, 2017:


Some Representative Matters


Angel and VC Financing:


  • Negotiated and structured a $47M reorganization of a global iconic lifestyle brand company with multiple subsidiaries.


  • Represented a cannabis company developing medical-grade plant extraction technologies in its $16M Series A deal of which $8.2M was existing convertible notes.


  • Represented a Delaware corporation in its $3.2M issuance of Series D Preferred Stock in a down round, its $1.7M issuance of convertible debt and Series D-1 Preferred Stock, and its $10M issuance of Series E Preferred Stock in a down round.


  • Represented a Delaware corporation in its $4.5M issuance of Series A-3 Preferred Stock, its $7M issuance of Series B Preferred Stock and its $25M issuance of Series C Preferred Stock.


  • Represented a California limited liability company recognized as an iconic eyewear lifestyle brand in its $3.2M issuance of Series B-1 Preferred Units, and its $1.7M issuance of Series B-2 Preferred Units including a $1M buyout of existing equity holders.


Mergers and Acquisitions:


  • Represented the leading developer of finite element engineering analysis and simulation software for the space industry in its $14M sale of all it stock.


  • Represented a French medical equipment manufacturer in its $46.5M acquisition of all the stock of a U.S. manufacturer of biopharmaceutical storage and transportation technology.


  • Represented a U.S. shareholder of a French geomechanical software and consulting company in the acquisition of all the shares of the company by a global French company.


  • Represented Hong Kong and United Arab Emirates based shareholders in the sale of all the stock of a U.S. IT consulting company to an Indian public company.


  • Represented the U.S. subsidiary of a software development Canadian public company, in its sale of Canadian, French and U.S. assets of a software division to a U.S. public company.


  • Represented a French probe card and IC testing company in its acquisition of a majority interest in a Silicon Valley competitor.


  • Represented a U.S. public company organic restaurant chain in its acquisitions of several California-based restaurant companies.


Professional Activities:


  • Business group presentations:


○  Angel Investing 101, a Panel Discussion, Tech Coast Angels San Diego, March 28, 2018.


○  Angel Investing 101, a Panel Discussion, Tech Coast Angels San Diego and Orange County, March 27, 2017.


○  SAFE Financing Documents, Tech Coast Angels San Diego, March 14, 2017.


○  Corporate Sustainability and Legal Structure, Impact Matters Series, a Conversation with Brian Dirkmaat about B        Corporations, triple-bottom-line, quadruple-bottom-line, and other regenerative enterprises; Impact Without                Borders, March 3, 2016.


○  Startups: How to Keep it Clean and Investment Ready, EvoNexus Wing Wednesday, April 29, 2015.


○  Alternative Forms of Early-Stage Financings, EvoNexus Workshop, April 16, 2015.


○  Legal Issues in Starting and Running a Business, BYU Management Society, May 2007.


○  How to Form, Run, and Improve Small Businesses, BYU Management Society, August 2006.


○  How to Protect Your IP, Netherlands Technology Showcase, hosted by Silicom Ventures and Holland House, August      2005.


○  Legal Aspects of Doing Business in Silicon Valley, Netherlands Foreign Investment Agency, January 2005.


  • Chair, J. Reuben Clark Law Society, Silicon Valley Chapter, 2007 – 2009.


  • Executive Committee of the Santa Clara County Bar Association High Technology Law Section, 2004-2006.


  • Santa Clara County Bar Association Continuing Legal Education presentations:

    • Quarterly Review of High Tech Law, May 2006.

    • Annual Review of Hot High Tech Cases, January 2006.

    • Quarterly Review of High Technology and Internet Law, September 2005.

    • Quarterly Review of High Tech and Internet Law Cases, May 2005.


  • Author, The Series LLC: Has Its Time Arrived? The Real Estate Book: Reference Materials for the Real Estate Professional. 4th ed. (Etnire and Lee edits., 2009) pages 113-118.


Honors and Awards:


  • Honors in Negotiations, 2001.

  • CALI Award for Excellent Achievement in International Business Transactions, 2000.

  • Best Brief Award, 1999.

  • Admitted to the Phi Delta Phi International Legal Fraternity, 1999.

  • Foreign Language and Area Studies Award to attend the Jerusalem Ulpan intensive Hebrew study course at the Hebrew University of Jerusalem, 1997.

  • Louis and Ethel Zucker Memorial Award in Hebrew at the University of Utah, 1997.

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