Mitzi Chang is a partner in Goodwin’s Technology and Life Sciences group and serves as co-chair of its FinTech practice and Digital Currency & Blockchain practice. She focuses her practice on corporate and securities law, representing public and private companies, venture capital and private equity firms, and investment banks in capital markets transactions, mergers and acquisitions, venture capital financings, SEC reporting, and other general corporate and securities matters. Mitzi advises companies through every stage of the corporate life cycle – from initial formation and financing through successful initial public offering or acquisition. Mitzi also advises fintech, blockchain and digital asset companies, investors and network participants with respect to digital asset transactions and platforms, blockchain technology matters (including establishing new blockchains and nodes), decentralized finance (DeFi), non-fungible tokens (NFTs), and related securities law and regulatory matters, including representing clients in their discussions with the SEC's Strategic Hub for Innovation and Financial Technology (FinHub). Prior to joining Goodwin, Mitzi spent three years as in-house legal counsel at a Nasdaq-listed public technology company in San Francisco.
Mitzi currently serves as the Hiring Partner for Northern California and previously served on the firm’s Attorney Review Committee for associates, its Committee on Racial and Ethnic Diversity and on the hiring committee for Goodwin’s San Francisco office.
Mitzi is recognized by Chambers USA Fintech as a leading individual for Corporate, Securities & Financing, with clients noting that she “knows the market practice” and is “very practical.” Mitzi has also served on the Law360 Fintech Editorial Board.
Representative Matters
- Marqeta, Inc., a fintech company, in its $1.4 billion initial public offering
- Various underwriters in connection with a $360 million initial public offering of Blend Labs, a fintech company
- Thayer Ventures Acquisition Corporation, a special purpose acquisition company, in its $173 million initial public offering and concurrent $7.2 million private placement of warrants
- aTyr Pharma, Inc. in its $75 million initial public offering, $35 million and $10 million at-the-market offerings, $5 million registered direct offering and $45.8 million PIPE transaction
- Fate Therapeutics, Inc. in its $40 million initial public offering, $30 million follow-on public offering, $8 million private placement with Juno Therapeutics and PIPE transactions totaling $67 million
- Imperva in its $90 million initial public offering
- Edgio (formerly Limelight Networks, Inc.) in a $60 million follow-on secondary offering and $125 million offering of convertible senior notes
- Capstone Turbine Corporation in a $25 million at-the-market offering and $5.1 million registered direct offering
- Various underwriters in connection with a $43 million follow-on offering for Regulus Therapeutics
- Anthera Pharmaceuticals, Inc. in its $42 million initial public offering and $31.5 million PIPE transaction
- A biopharmaceutical company in its $9 million follow-on public offering
- A nanotechnology holding company in its $8 million registered direct offering
- Nxyz in its sale to Snowflake (NYSE: SNOW)
- Ottr Finance in its sale to Tools for Humanity
- Blockfolio, Inc. in its sale to FTX Trading Ltd.
- Xapo in the sale of its institutional bitcoin custody business to Coinbase
- Edgio in its acquisition of Edgecast and Moov Corporation
- Teva Pharmaceuticals Industries, Ltd. in its $3.2 billion acquisition of Auspex Pharmaceuticals, Inc.
- ECG Management Consultants, Inc. in its recapitalization by Gryphon Investors
- Spotlite, Inc. in its sale to Rally Health
- Onyx Pharmaceuticals, Inc. in its $10.4 billion sale to Amgen
- Courier Corporation in its acquisition of FastPencil, Inc.
- Location Labs in its sale to AVG Technologies
- InsightsOne Systems, Inc. in its sale to Apigee Corporation
- A startup company in a “spin-in” transaction with a publicly traded technology company
- Companies in acquihire transactions with Facebook, Google, Yahoo!, and Ebay
- Whiskey Media in its sale transactions with CBS Interactive and BermanBraun
- NeuroFocus, Inc. in its sale to Nielsen Holdings, N.V.
- Various acquisitions as in-house counsel for CNET Networks, Inc.*
- Proof of Play in its Series A preferred stock financing
- Turnkey Global in its preferred stock financing
- Jump Capital in various financings, including in Figure Markets
- Alpen Labs in its preferred stock financing
- Marqeta in its Series D, D-1, E and E-1 preferred stock financings
- Circle Internet Services in its $100 million Series F preferred stock financing
- Andreessen Horowitz in various investments, including in Aleo, Bitski, LayerZero, Merckle Manufactory, Talos, Worldcoin and Yuga Labs
- Lightspeed Ventures in various investments, including in Alchemy, Audius, Blockchain Luxembourg, and Risk Harbor
- Paradigm in various investments, including in Conduit, Flashbots, Genesis Digital Assets, Jambo, OpenSea, Opyn, Praxis, Succinct and TaxBit
- Ribbit Capital in various investments, including Futureswap, Gauntlet, Offchain Labs, redefine, and Slingshot
- Slow Ventures in its sDAO offerings, and various investments
- True Ventures in various investments, including ApeWorX, Art Blocks, Astaria, Biconomy, Flipside Crypto, Impossible Finance, Reflexer Labs, SquiggleDAO, Stader Labs, Quantum Art, and UnicornDAO
- Declaration Partners in its Series C investment in Paxos
- RPM Ventures in its Series B investment in Figure Technologies
- Vy Capital in its Series B investment in MobileCoin
- Greycroft Partners in various growth-equity investments, including Yeahka, a Chinese mobile payment service provider, Performance Horizon Group Limited, a UK SaaS marketing platform, Axios Media, a media company, the RealReal, a luxury resale retailer, SEMrush, an enterprise software provider, Zumper, an apartment rentals marketplace, RoadRunner Recycling, a commercial waste management company, Openpath, a proptech security company, Pacaso, a real estate startup, and Fabric, an e-commerce company
- Headline in various investments, including NomNomNow, Yeahka, Axios Media, theRealReal, SEMRush, Zumper, Roadrunner Recycling, Honeycomb, a provider of developer solutions, Creditas Financial Solutions, Ltd., a fintech company, and Sudshare
- Thomvest Ventures in various investments, including in Apsalar, Avalanche Technology, Netbase and Tactus Technology
- Franklin Templeton in various investments, including in BondLink and Seriforge
- IVP in its investment in Woven
- Ayla Networks in its Series C and Series D preferred stock financing
- WePay in its $40 million Series D preferred stock financing
- ThredUp, Inc. in its $81 million Series E preferred stock financing
- RocketLawyer in its preferred stock financings
- Industry Ventures in its investment in TheRealReal
- aTyr Pharma, Inc. in its $76 million Series E preferred stock financing
- Royalty Pharma in its purchases of royalties in various transactions totaling over $2 billion
- TA Associates in its investment in Millennium Laboratories, Inc.
- LLM Capital Partners in its investment in Hybrid Design Associates, LLC
- Pipeline Angels in over 75 portfolio company investments
- Nana Technologies in its Series Seed and Series A preferred stock financing
- BacklotCars in its Series A and Series B preferred stock financings
- Mighty Networks in its Series A and Series B preferred stock financing
- Blockfolio in its Series Seed and Series A preferred stock financings
- BlockGen Corp. in its Series A preferred stock financing
- Plutus Financial (Abra) in its Series C preferred stock financing
- PhunCoin, Inc., a subsidiary of PhunWare (Nasdaq: PHUN), in its digital asset rights offerings under Regulation D and Regulation CF
- Various investment funds and blockchain technology clients in traditional and digital securities offerings
* Denotes experience prior to joining Goodwin.
Areas of Practice
Professional Activities
Mitzi is a member of the American Bar Association, San Francisco Bar Association and the State Bar of California. She also served on Law360’s 2023 Editorial Advisory Board for Fintech.
Professional Experience
Prior to joining Goodwin, Mitzi was a senior counsel at CBS Interactive Inc. (formerly CNET Networks, Inc.) from 2005-2008, where she advised and supported the company's Games, Music & Lifestyle and TV Entertainment divisions in their business-related matters as well as the company in its acquisitions, securities-related and other corporate matters. From 2002-2005, she was an associate in the corporate department of the San Francisco office of Latham & Watkins LLP.
Credentials
Education
JD2002
Georgetown University Law Center
BA1999
University of California, Berkeley
(magna cum laude, Phi Beta Kappa)
Admissions
Bars
- California
Recognition & Awards
Mitzi has been recognized throughout her career for her work in fintech and digital currency and blockchain. Most recently, she has been included as a Leading Individual for Corporate, Securities & Financing in the 2024 Chambers Fintech USA guide. She has also been included as a recommended lawyer in The Legal 500 US since 2022 for Fintech and has also been recognized as a leading USA Blockchain attorney since 2022 by Who’s Who Legal. In 2021, Business Insider named Mitzi as one of the top 11 law firm partners working with fintechs. Mitzi was also named by Lawyers of Color in its inaugural Nation’s Best 2020, recognizing practitioners across the United States who combine noteworthy accomplishments with a strong commitment to diversity and inclusion in the legal profession.
Additionally, Mitzi was recognized by the Daily Journal as one of its 2019 "Top Women Lawyers" in the state of California and was named as a 2018 National Law Journal Cryptocurrency, Blockchain and Fintech Trailblazer.
Publications
Mitzi’s recent publications include:
- Contributor, “Digital Currency & Blockchain Quarterly Litigation Update,” Goodwin Insight, April 2024
- Contributor, “Trends in Regulation of Digital Assets,” White Paper, FTI Consulting and The Block, August 2023
- Co-Author, “’Regulation by Enforcement’ in the Digital Asset Industry: A Lagging Response to Stale Facts,” Goodwin Insight, May 2023
- Co-Author, “2022 Year in Review: Digital Currency and Blockchain Litigation and Enforcement Developments,” Goodwin Insight, February 2023
- Quoted, “For Crypto Dealmaking, Harsh Winter Turns in Mild Spring,” Mergers & Acquisitions, November 2022
- Quoted, “Global Rules for Crypto,” Axios, October 2022
- Co-Author, “CFTC Attempts To Extend Liability To DAO Participants,“ Digital Currency + Blockchain Perspectives,” October 2022
- Co-Author, “SEC Alleges 'Crypto Asset Securities' Insider Trading; Case Has Significant Implications For The Digital Asset Industry,” Goodwin Client Alert, July 2022
- Co-Author, “Blockchain + Digital Assets in 2021,” Digital Currency + Blockchain Perspectives, February 2021
- Co-Author, “SEC Complaint Against Ripple (XRP) And Possible Regulatory Signals Ahead For 2021,” Goodwin Client Alert, January 2021
Mitzi has been a workshop speaker for Pipeline Angels, a network of new and seasoned women investors, since 2012. Mitzi has spoken on various panels, including for Practising Law Institute (PLI) and TechGC, with respect to securities law, regulatory considerations in connection with digital assets as well as trends in venture capital financings.
Mitzi’s recent speaking engagements include:
- Speaker, “OK! Vana Mask sure you are FLocking legit,” Token 2049, September 2024
- Speaker, “Crypto/Blockchain Updates: Regulations, Taxation and Industry Trends,” Andersen Tax Webcast, July 2024
- Speaker, “Recent Wells Notices and the Future of Exchanges,” The L Suite 2024 Crypto Offsite, June 2024
- Speaker, “Blockchain & Digital Assets: Lessons Learned in 2023 and Key Considerations for the Year Ahead,” Goodwin Webinar, January 2024
- Moderator, “Considerations for Setting Up Shop on Either Side of the Pond,” Goodwin’s Digital Currency & Blockchain – Regulatory Perspectives from Both Sides of the Pond Event, London, November 2023
- Speaker, “Hot VC Spaces Under Public and Regulatory Scrutiny,” PLI’s Advanced Venture Capital Program, October 2023
- Speaker, “Trends in Regulation of Digital Assets,” Webinar hosted by The Block and FTI Consulting, September 2023
- Speaker, “Blockchain & Digital Assets Year in Review & Look Ahead,” Goodwin Webinar, January 2023
- Speaker, “Hot VC Spaces Under Public and Regulatory Scrutiny,” PLI’s Advanced Venture Capital Program, October 2023
- Speaker, “All Along The Watchtower: AML, KYC, BSA Brainstorming for the Storm Ahead,” TechGC 20223 Crypto Offsite, October 2023
- Speaker, “Blockchain & Digital Assets Year in Review & Look Ahead,” Goodwin Webinar, January 2023
- Speaker, “Hot VC Spaces Under Public and Regulatory Scrutiny,” PLI’s Advanced Venture Capital Program, November 2022
- Speaker, “Understanding U.S. Crypto Legal Framework,” Race Capital Venture Summit, October 2022
- Featured Guest, Hsu Untied Podcast, October 2022
- Speaker, “Key Issues in Follow-On Financing Rounds,” PLI’s Venture Capital 2022: Nuts and Bolts, May 2022
- Speaker, “Never a Dull Day: Blockchain + Digital Assets,” Goodwin Webinar, January 2022
- Moderator, “FINTECH FEMALE TRAILBLAZERS: Redefining How We Spend, Save + Invest,” Shatter Summit, October 2021
- Speaker, “NFT: Digital Assets Frontline,” Goodwin Webinar, May 2021
- Speaker, “Digital Asset Frontlines – Understanding the NFT Revolution and What It Means for In-House Counsel,” Goodwin Webinar, April 2021
- Moderator, “Blockchain + Consumer Fintech,” MIT Fintech Conference, March 2021
- Speaker, “Digital Currency + Blockchain: Latest Corporate and Regulatory Development,” Goodwin Webinar, January 2021
- Speaker, “GCs Role in Board Deliberations on Key Transactions,” TechGC, August 2020