JOSEPH W. BARTLETT
jbartlett@zag-sw.com

Joseph W. Bartlett, of counsel in ZAG/S&W LLP's New York office, is a member of the Corporate Department. He has extensive experience in alternative investments, venture capital, emerging companies, corporate restructurings, private equity and buyouts. Mr. Bartlett has acted as counsel to, director of, and shareholder in, a number of development stage companies during his 47-year career in the venture capital business. Mr. Bartlett has also served as trustee of a series of public mutual funds, chair of a public REIT, and as counsel to asset managers throughout his career, including the managers of public and private equity funds. He has been a limited partner in a number of pooled investment vehicles, including Bain Capital and Needham Emerging Growth Partners. Prior to joining ZAG/S&W, Mr. Bartlett was Of Counsel at Sonnenschein Nath & Rosenthal LLP.

·New York, 1981

·Massachusetts, 1962

·U.S. District Court, Southern District of New York

·District of Columbia Court of Appeals

Books:

·"A Push for Increasing Regulation," Aspatore Special Report: The Collapse of Washington Mutual (December 2008)

·"Leveraged Buyouts," Law Journal Press (lead author) (2007)

·"Compensation Structures for Venture Backed Companies- How to Structure Compensation, Retirement, Debt & Bonus Plans for Management and Employees," Aspatore (2004)

·"Advanced Private Equity Term Sheets and Series A Documents," American Lawyer Media (co-editor) (2003)

·"Raising Capital for Dummies," Hungry Minds (co-author) (2002)

·"Equity Finance," Aspen (2002)

·"Fundamentals of Venture Capital," Madison (December 1999)

·"Equity Finance: Venture Capital, Buyouts, Restructurings and Reorganizations," Aspen (1995, Supps. 1996 2008)

·"Corporate Restructurings: Reorganizations and Buyouts," Wiley (May 1991, Supp. 1992, 1993)

·"Venture Capital: Law, Business Strategies, and Investment Planning," Wiley (1988, Supps. 1989 1994)

·"The Law Business: A Tired Monopoly" Rothman (1982)

Articles in Legal Journals:

·"Skype Files IPO Documents With SEC," NPR (quoted) (August 10, 2010)

·"Multiple-Round Strategy," VCExperts (June 10, 2010)

·"Consequences of Violating Section 29," The Deal Magazine (May 10, 2010)

·"Defensive Language When Pubco Announces Results � Bartlett's 'Get Out of Jail Free' Card," VCExperts (February 3, 2010)

·"Restrictions On Transfer," VCExperts (September 16, 2009)

·"Capital Markets Matter," Science Progress (August 12, 2009)

·"Joseph W. Bartlett Comments on the NVCA Report on the Venture Backed Exit Market for Q2, 2009," VCExperts (July 7, 2009)

·"Model Questionnaire for Public Company Managers to Complete When a Director is Nominated," VCExperts (May 2009)

·"Painless Avoidance by Limited Partners of Future Capital Commitments," VCExperts (May 2009)

·"Controversy Over Fair Value, Mark to Market Accounting: FAS 157," VCExperts.com (December 2008)

·"Did Obscure Rule Cripple Economy?", National Real Estate Investor (quoted) (November 2008)

·"Golden parachutes may be sole target of Treasury curbs," Investment News (quoted) (November 2008)

·"Tort Reform in the Securities Sector," The Journal of Private Equity (Winter 2008)

·"Equity Flavored Executive Compensation: A Key Element of U.S. Growth," Journal of Private Equity" (Spring 2008)

·"The 21st Century Term Sheet," Venture Capital Review (Spring 2008)

·"Reopening the IPO Window," Science Progress (www.scienceprogress.org) (January 2008)

·"Supporting Venture Innovation," Science Progress (www.scienceprogress.org)

·"A New Executive Compensation Model," New York Law Journal (May 2007)

·"Can Silicon Valley Be Cloned Around The Country," 1 Entrepreneurial Business Law Journal (2006)

·"AIM Attraction," Private Equity Manager (September 2006)

·"Exploring Options: An Alternate Strategy for Distribution Stock Options May Forestall Backdating," Daily Deal (August 2006)

·"The Danger in Losing IPOs," Washington Post (August 2006)

·"If General Solicitation Compromises The Private Placement Use of Section 4(2): When Answer," The Journal of Private Equity (Summer 2006)

·"Can the Issuer Cool Off� The Effect of General Solicitation� Regulated by Opinion" (February 2006)

·"No Soliciting," The Deal (January 2006)

·"Side Impact," The Deal (August 2005)

·"The 1% solution," The Deal (May 2004)

·"Collateral Damage: The Venture Capital Outlook and Potential," Start-Up & Emerging Companies (November 2003)

·"Shadow Directors and Controlling Shareholders: Duties and Liability," Start-Up & Emerging Strategist (October 2003)

·"Annual Entrepreneurial Partnerships Innovation Conference," Institute for International Research (October 27-29, 2010)

·"The Private Investment Funds Tax Master Class," Financial Research Associates, LLC (May 17-19, 2010)

·Guest Lecturer, Harvard Law School (April 2010)

·"Valuation of Hard-to-Value Securities and Portfolios 2009: Mitigating Operational Risk Associated with the Valuation Process," Financial Research Associates, LLC (March 22-23, 2010)

·Advisory Board Member, Science Progress (A Project of the Center for American Progress)

·Chair, Legal Committee, Montefiore Medical Center

·Chair, Compliance Committee, Montefiore Medical Center

·Co-Chair, Children's Hospital at Montefiore Medical Center

·Courtesy Professor, Johnson School of Business, Cornell University

·Faculty Member: Johnson School of Business, Cornell

·Frequent Counsel to Special Committees of Independent Directors, Fab Industries, Inc. and Court-appointed Trustee in Bankruptcy (Charles Brennick)

·Counsel to the Trustees, DBL (Drexel Burnham Lambert) Liquidating Trust

·Former President of Boston Bar Association, former Chair of Grievance Committee

·Former General Counsel of U.S. Department of Commerce

·Former Chief of the Department of Commerce Foreign Direct Investment Controls

·Former General Counsel Massachusetts Commissioner of Administration; Special (Outside) Redevelopment Authority

·Former non-executive Chairman of the Board, National Realty Investors (Public REIT)

·Former Board and Trust Committee, Shawmut Bank N.A.

·Former adjunct faculty member of NYU Law School and acting professor, Stanford

·Founder & Chairman, VC Experts, Inc. Editor-in-Chief, The Encyclopedia of Private Equity (www.vcexperts.com)

·Member, Council on Foreign Relations

·Board of Trustees and Member of the Executive Committee of Montefiore Medical Center

·Life Fellow, American Bar Foundation

·Member, Policy Committee, Community Development Venture Capital Alliance

·American Law Institute

·L.L.B., Stanford Law School, 1960

·A.B., Harvard College, 1955