Clients from various sectors and industries, in particular clean technology companies, rely on Franc Del Fosse's ability to understand the appropriate path of growth of their business. With a transactional, securities and corporate practice, he has a solid understanding of the diverse needs of private and public companies and works with businesses from start-up through initial public offering and thereafter. Franc has significant experience in registered and unregistered securities issuances, SEC reporting obligations, corporate governance matters (including Sarbanes-Oxley compliance), mergers and acquisitions, anti-takeover postures, private and venture capital financing and investment fund formation and advisement. He works with managements, boards of directors, and investors to create strategies that best achieve their desired goals, and helps with the successful implementation of those strategies.
Franc has particular experience advising businesses operating in the renewable energy/clean technology sector in areas that range from venture financing to project financing. Renewable Energy clients rely on him for various business and transactional needs related to running their business. Franc leads the firm's Renewable Energy Industry Group and organized Snell & Wilmer's ongoing Sustainability Seminar Series which seeks to raise awareness of clean technology efforts and renewable energy projects throughout the Southwest.
Prior to joining Snell & Wilmer, Franc began his practice in the Silicon Valley office of an international law firm based in New York City.
Representative Experience
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Select Renewable Energy/Clean Technology
- Represents independent power producers in the negotiation of power purchase agreements and related contractual documentation for renewable energy projects
- Advises investors and users of electricity in renewable energy transactions
- Advises sellers and purchasers of environmental attributes, including renewable energy certificates, carbon offsets and related credits associated with renewable energy
- Advises on negotiating capital infusions, supply agreements, license agreements, joint ventures, and other contractual arrangements in the clean technology sector
M&A and Securities Transactions
- Represents public and private companies in both public and private M&A activity
- Represents investment banks and companies in initial public offerings for listings on NASDAQ and NYSE
- Represents private companies, funds, and private investors in venture round financings
- Represents companies and investment banks in debt financings, including convertible note and high yield note offerings
- Represents investment banks and public companies in "PIPE" transactions
Public Company Advisement
- Represents numerous public companies in matters related to securities matters, Exchange Act compliance, corporate governance and other general corporate issues, and advised boards of directors and related committees (including Audit Committees)
- Represents public companies in anti-takeover measures, including the adoption of “poison pills†and the amendment of bylaws
- Advises boards and management on de-staggering of Board
- Advises public companies on stock repurchase programs and tender offers
Education
- Columbia University School of Law (J.D., 2001)
- Columbia Business Law Review
- Arizona State University (B.A., English, 1998)
Court Admissions
- Supreme Court of Arizona
- Supreme Court of California
- United States District Court, Southern District of California
Professional Memberships & Activities
- State Bar of Arizona
- State Bar of California
- American Bar Association
Representative Presentations & Publications
- Identifying Growth Opportunities in the Commercial Market, Panelist, Greentech Media's Solar Summit 2012 (May 1, 2012)
- Is solar temporarily stuck? Immediate challenges to the development of solar energy in the Southwest and what is necessary to break through the logjam, Panel Moderator, 2012 Arizona Solar Summit (March 2012)
- Eyeing Tax Rewards, Big Cos. And PE Firms Back Solar, Quoted, Law360 (January 3, 2012)
- IRS Provides Guidance for Residential PV, Co-Author, Solar Today (March 2011)
- Third Annual Public Company Roundtable, Presenter (January 11, 2011)
- The Unintended Consequences of Dodd-Frank’s Whistleblower Protection, Author, The Corporate Communicator (Winter 2011)
- An Insider’s Perspective on Opportunities Across the Solar Industry Value Chain, Workshop Speaker, 2010 American Solar Energy Society Solar Conference (May 2010)
- Distributed Generation Solar Project Structuring and Development in the Southwest, Panelist, Greentech Media’s 2010 Solar Summit (April 2010)
- An Overview of Distributed Generation Solar Project Development and Understanding the Industry Roles, Speaker, 2010 CLE International’s Solar Energy Conference (February 2010)
- Second Annual Public Company Roundtable, Presenter (January 12, 2010)
- Concentrated Solar Power and Thermal Storage, Speaker, EUCI Conference (February 18-19, 2009)
- American Council on Renewable Energy (ACORE) Teleconference Series, Organizer, Arizona Host Site (2009)
- Distributed Solar Energy: Rooftop and Other Onsite Power Generation, Panel Moderator, Sustainability Seminar Series (November 13, 2008)
- Tomorrow's Energy Today: Featuring the Solana Project, Co-Organizer, Sustainability Seminar Series (May 28, 2008)
- Annual Public Company Roundtable, Presenter (January 8, 2009)
- Issues Affecting Your 2008 Annual Report and the Upcoming Proxy Season, Author, The Corporate Communicator (January 2009)
- Issues Affecting Your 2007 Annual Report and the Upcoming Proxy Season, Author, The Corporate Communicator (January 2008)
- SEC Staff Guidance on Executive Compensation Disclosures, Author, The Corporate Communicator (November 2007)
- The SEC's New E-Proxy Rules: Background and Practical Suggestions, Speaker, American Society of Corporate Secretaries, Arizona Chapter (October 2007)
- The Securities and Exchange Commission's New E-Proxy Rules: Background and Practical Suggestions, Author, Corporate Communicator (September 2007)
- Reading Between the (M&A) Lines: Recent Developments Affecting the Negotiation of Acquisitions, Author, Orange County Business Journal (August 6, 2006)
- Risk Allocation in Private Company M&A Contracts, Author, The Corporate Communicator (April 2006)
Professional Recognition & Awards
- Southwest Super Lawyers® - Rising Stars Edition, Business/Corporate (2012)
Community Involvement
- Arizona Governor’s Solar Energy Advisory Task Force
- Appointee (2010-present)
- Finance Sub-Committee Chair
Other Professional Experience
- Shearman & Sterling LLP, Associate, Menlo Park, California
