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Mergers & Acquisitions

We have special expertise in counseling senior executives, company founders and employee-stockholders on their rights in merger & acquisition ("M&A") transactions and venture capital financings. This type of representation requires deep subject matter knowledge in the law of executive compensation (including tax, employment, corporate, securities and equity comp 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.

Examples of recent representation in publicly announced M&A/financing transactions include:
  • Representation of executive group for merger-related retention, employment and equity issues, including in the following: $158M acquisition of Stratify, Inc. by Iron Mountain Incorporated (NYSE:IRM)(2007); $140M acquisition of Terayon Communications by Motorola, Inc. (NYSE: MOT)(2007); $135M acquisition of Reactivity by Cisco Systems, Inc. (NASDAQ:CSCO)(2007); $150M acquisition of Comergent by AT&T (NYSE:T)(2007); $335M acquisition of Northern Empire Bancshares by Sterling Financial Corp (NASDAQ:SLFI)(2006); $430M acquisition of Intellisync Corporation (Nasdaq: SYNC) by Nokia (NYSE: NOK)(2005); $120M acquisition of a minority interest in 2Wire, Inc. by Alcatel Partners (NYSE:ALA) (2005)

  • Representation of individual senior executives with respect to "golden parachute" and retention issues arising from acquisition transactions, including: $620M acquisition of VG Holding Company by Electronic Arts (Nasdaq: ERTS)(2008); merger of Amphire Solutions, Inc. into iTradeNetwork, Inc. (ITN)(2008); acquisition of TellMe Networks, Inc. by Microsoft (Nasdaq:MSFT)(2007); $375M acquisition of Wily Technology by Computer Associates (NYSE: CA)(2006); $615M acquisition of Genencor International, Inc. (Nasdaq: GCOR) by Danisco A/S (2005)

  • Representation of executive-shareholders for retention and equity issues in connection with private equity investment by GTCR Golder Rauner LLC ($8B under management) in IQNavigator(2008); representation of senior executive with respect to employment/governance package structured in connection with formation of Olympus Microsystems America, Inc., a joint venture between Olympus Corporation (OTC:OCPNY) and Movaz Networks, Inc. (2006); representation of executive-shareholder in $100M+ sale of equity stake in Leadclick Media, Inc. to First Advantage Corporation (Nasdaq: FADV) and The First American Corporation (NYSE: FAF) (2005)