In-House Profile: Andrew Thornborrow

FROM LITIGATION TO VENTURE CAPITAL: Thornborrow began his legal career clerking for a judge and then briefly practiced at a San Francisco litigation firm, but the lure of Silicon Valley in the late 1990s was impossible to ignore. “It was hard not to feel like there was something going on there that you needed to come be a part of,” he says. He soon went to work for DLA Piper-predecessor Gray Cary Ware & Freidenrich, and then for Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, a firm with a significant venture capital practice. One of Gunderson Dettmer's clients was BlueRun Ventures. When BlueRun decided to hire an in-house legal resource in 2006, they approached Thornborrow, and he decided it was an opportunity he couldn't turn down.

GLOBAL THINKING: Part of appeal of the general counsel position at BlueRun was the ability to get involved at every stage of dealmaking, from due diligence and deal structuring to closing and beyond, says Thornborrow. All the legal work surrounding fund formation and the management company is also up to him to manage. Both of these processes are complicated by the fact that BlueRun has seven offices in six countries and does business all around the world. Thornborrow spends much of his time thinking about the right structure for a given jurisdiction. A large part of the job is also running the operations of those seven offices, which Thornborrow manages with the help of BlueRun's chief financial officer. Making sure all the offices are set up in compliance with local regulations, dealing with real estate and banking issues, and any other organisational issue relating to those offices falls on their plates.

FOCUS ON CHINA: Outside of the US, a significant strategic focus of BlueRun is China. The region can be a legal challenge, Thornborrow says, because of the constantly shifting array of circulars, rules and laws being promulgated or amended. “It's becoming more dif-ficult and complicated to invest in China all the time, since w, e like most other US-based VCs, often invest offshore,” he says. “Setting up those structures is very time-consuming; it can often take several months before you can actually complete an investment once you've committed to doing it. Monitoring that process and figuring out ways to expedite that process through alternative structures is something that I spend a lot of time dealing with.” To that end, Thornborrow and a group of his peers, both in-house and external counsel, meet informally from time to time to talk shop about the legal environment in China. “We're all facing the same problems,” he says.