Representation of Executives in M&A Transactions

We are proud of our special expertise in counseling senior executives, company founders and employee-stockholders on their rights in merger & acquisition (“M&A”) transactions and venture capital/private equity financings. This type of representation requires deep subject matter knowledge in the law of executive compensation (including tax, employment, corporate, securities and equity compensation rules) as well as decades of experience –on both sides of the table– in negotiating within the complex deal structures common to Silicon Valley.   Because of our sophisticated practice in this area, we are frequently called upon by other lawyers to represent key individuals, as well as executive management groups, during M&A activity.  The practice is led by partner Clayton Foster, whose thirty years of experience on both sides of the table makes her uniquely qualified to represent our executive and founder clients.

Examples of representation in publicly announced M&A/financing transactions include:

Representation of senior executive group for merger-related retention, employment and equity issues, including the following: $450M acquisition of Ticketfly by Pandora (NYSE:P); $5.4B acquisition of International Lease Financing Corp (ILFC) by AerCap (NYSE:AER); $100M acquisition of RiseSmart by Randstat Holding Company (AMS: RAND); acquisition of AtHoc by BlackBerry (NASDAQ:BBRY); $85M acquisition of Speck Products by Samsonite International SA;  $327M acquisition of Pliant Technology, Inc, by SanDisk Corporation (NASDAQ:SNDK); $500M acquisition of Actel Corporation (NASDAQ:ACTL) by Microsemi Corporation (NASDAQ:MSCC); $158M acquisition of Stratify, Inc. by Iron Mountain Incorporated (NYSE:IRM); $140M acquisition of Terayon Communications by Motorola, Inc. (NYSE: MOT); $135M acquisition of Reactivity by Cisco Systems, Inc. (NASDAQ:CSCO); $150M acquisition of Comergent by AT&T (NYSE:T); $335M acquisition of Northern Empire Bancshares by Sterling Financial Corp (NASDAQ:SLFI);  $430M acquisition of Intellisync Corporation (Nasdaq: SYNC) by Nokia (NYSE: NOK); $120M acquisition of a minority interest in 2Wire, Inc. by Alcatel Partners (NYSE:ALA);  $82M acquisition of NextWindow by Smart Technologies (Nasdaq:SMT).

Representation of individual senior executives with respect to “golden parachute”, retention and severance issues arising in connection with acquisition transactions, including: $26B acquisition ofLinkedIn Corporation (NYSE: LNKD)  by Microsoft Corp. (Nasdaq: MSFT);  $680M acquisition of Otto by Uber Technologies, Inc.;  $19B acquisition of WhatsApp by Facebook, Inc. (Nasdaq:FB); $1.65B acquisition of Mercury Payments, Inc. by Vantiv, Inc. (NYSE:VNTV);  $300M+ acquisition of Silver Tail Systems by EMC (NYSE:EMC); $175M+ acquisition of Bleacher Report by Turner Broadcasting System; $350M acquisition of Wildfire Interactive by Google (Nasdaq:GOOG); $700M acquisition of Force10 Networks by Dell Inc. (Nasdaq: DELL); $120M acquisition of PEAK Surgical by Medtronic Inc. (NYSE:MDT);  $47B acquisition of Genentech (NYSE:DNA) by Roche Holding Ltd (SWX: ROG.VX); $620M acquisition of VG Holding Company by Electronic Arts (Nasdaq: ERTS); merger of Amphire Solutions, Inc. into iTradeNetwork, Inc. (ITN); acquisition of TellMe Networks, Inc. by Microsoft (Nasdaq:MSFT); $375M acquisition of  Wily Technology by Computer Associates (NYSE: CA); $615M acquisition of Genencor International, Inc. (Nasdaq: GCOR) by Danisco A/S.

Representation of executive-shareholders for retention and equity issues in private equity transactions including:  representation of senior executives and founders in connection with: acquisition of Exablox Corporation by StorageCraft Technology; acquisition of Imprivata by Thoma Bravo ($17B under management); acquisition of MarketLive by Vista Equity Partners ($14B under management);  acquisition of Innography, Inc. by CPA Global; private equity investment by RWJ Education Company LLC  in Avenues World Holdings LLC;  private equity investment by VMG Partners in Speck Products; private equity investment by GTCR Golder Rauner LLC ($8B under management) in IQNavigator;  employment/governance packages structured in connection with formation of Olympus Microsystems America, Inc., a joint venture between Olympus Corporation (OTC:OCPNY) and Movaz Networks, Inc.;  $100M+ sale of equity stake in Leadclick Media, Inc. to First Advantage Corporation (Nasdaq: FADV) and The First American Corporation (NYSE: FAF).