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Drafting and Negotiating Corporate Agreements 2020


Speaker(s): Alessandra Simons, David S. Steuer, Glenn G. Nash, Jade K. Wagner, Jared G. Jensen, Jennifer J. Carlson, Michael S. Dorf
Recorded on: Feb. 10, 2020
PLI Program #: 278620

Aly Simons, a partner in the firm’s Business Law Department, serves as Co-Chair of the firm’s Technology M&A practice. Ms. Simons coaches boards and executives through successful M&A exits and helps companies grow their businesses and realize value through acquisition, both domestically and cross-border. She works with and advises companies in all stages of growth. She also advises venture and growth equity funds in a variety of investment transactions including structuring and executing secondary sales and other private liquidity programs. While focusing on the tech sector with expertise in gaming, cybersecurity, SAAS and ad/marketing tech, she has experience in a wide range of industries, including media, healthcare and CPG.


Ms. Simons is a member of the Board of Trustees of Westover School (Middlebury, CT). She also sits on the advisory board for HimforHer, a not-for-profit accelerating diversity of for-profit boards.

 

Recent experience and transactions:

·       Innovium in its acquisition by Marvel ($1.1B)

·       Qualtrics acquisition by SAP* ($8B)

·       Datavant in its combination with CIOX ($7B)

·       Segment in its acquisition by Twilio ($3.2B)

·       VenueNext in its acquisition by Shift4 ($72M)

·       BlueJeans Networks acquisition by Verizon

·       Integrate in its acquisition by Audax

·       Eventbrite acquisitions of Picatic* & Ticketea*

·       Exabeam acquisition of Skyformation*

·       GoFundMe acquisitions of Crowdrise & YouCaring

·       Digit in its acquisition by Oportun ($212M)

·       Portworx in its acquisition by Pure Storage ($370M)

·       Collective Medical Technologies in its acquisition by PointClickCare*

 

·       Okta acquisitions of Azuqua ($52.5M)
& ScaleFT

·       Wiser acquisitions of Mobee, WorkIt*, Wiser* & Blosm

·       Fluidmesh in its acquisition by Cisco*

*cross-border transaction

 

Recent Recognition:

Ms. Simons has been recognized by Legal 500 2021 as a Next Generation Partner. She has been selected for inclusion in Chambers USA: America’s Leading Lawyers for Business. She has recently been recognized in Law360’s 2020 Rising Stars list, the Daily Journal’s 2019 40 Under 40 list and in the Thought Leadership category of Corporate Counsel’s 2019 Women, Influence & Power in Law awards.

 

Recent Presentations:

·      “Parenthood, Partners, and Parity in the Legal Profession,” Berkeley Law Webinar Presentation (December 2021)

·      “Paths to Liquidity,” Uncork Capital’s Tenth Annual Portfolio Summit 2021 (November 2021)

·      “Universal Issues and Preliminary Documents,” PLI Drafting and Negotiating Corporate Agreements 2021 (February 2021) 

·      “Exploring the M&A Landscape,” CREtech Reimagining Real Estate Sustainability Summit 2020 (September 2020)

·      “M&A and Open Source During Uncertain Times,” FOSSA Webinar (September 2020)

·      “M&A in Tech Across Borders: Legal Trends, Risks, and Common Pitfalls,” Portolano Cavallo and Goodwin Co-hosted Webinar (July 2020)



Jade K. Wagner is Senior Employment Counsel at Google LLC in its San Francisco office. In her role, she provides counsel and advice on a myriad of employment law issues, including planning and post integration of M&A activity, compensation, accommodations, performance management, investigations, terminations, litigation, and employment contracts and policies. Prior to joining Google, she was an associate at Cleary Gottlieb Steen Hamilton in New York, NY within the Executive Compensation and ERISA group. Jade earned her JD from Columbia University School of Law where she earned externships with the U.S. Attorney’s Office - S.D.N.Y. in the Major Crimes Unit and the U.S. District Court - S.D.N.Y. with the Honorable Judge Victor Marrero. Prior to her legal career, Jade was a research associate at Citigroup within its Equity Research division. Jade earned her AB from Princeton University (Go Tigers!), where she played rugby and she was a member of the Cap and Gown Club.


Jared Jensen advises private equity and venture capital clients, along with the companies they sponsor, on a wide range of transactions, including public and private mergers and acquisitions, tender and exchange offers, carve-out transactions, recapitalizations, management buyouts, going-private transactions and minority growth investments. Jared works with clients in a variety of industries including software, information technology, financial services, consumer products, healthcare, life sciences, education and business services.

Jared has significant experience in public company acquisitions, and regularly advises acquirers and boards of directors and management teams on corporate governance, mergers and acquisitions, disclosure and securities law matters. He was named a Rising Star in Northern California by Super Lawyers magazine in 2015.

Jared earned his J.D. cum laude from Harvard Law School and his B.A. cum laude from Brigham Young University.


Michael Dorf is a partner in the firm’s Mergers & Acquisitions Group and is based in the San Francisco office. Michael has extensive experience in U.S. domestic and cross-border M&A transactions, carve-outs, venture capital financings, strategic investments, joint ventures and corporate partnering transactions. He has represented public and private companies, private equity funds and venture capital investors in the technology, media, telecommunications, biotechnology, health care, renewable energy, consumer products and other industries. In addition, Michael represents portfolio companies of private equity clients, handling day-to-day legal activities, add-on acquisitions, and other general corporate work. Michael joined the firm as a partner in 2008. From 2000 to 2008 he was a partner at other firms.


Jen Carlson is a Corporate & Securities partner in Mayer Brown’s Northern California offices. She represents companies, investors, and underwriters in a wide variety of capital markets and finance transactions, including initial public, follow-on, and secondary equity offerings; investment grade, high yield, and convertible debt offerings; venture capital investments; and liability management transactions. Jen also represents buyers and sellers in tender offers, private equity investments, mergers and acquisitions, and other strategic transactions. In addition to her transactional practice, Jen counsels companies in securities law compliance, stock exchange listing requirements, fiduciary duties, and corporate governance matters.

Jen represents publicly-traded and private companies, as well as the institutions and individuals that finance them, across a wide range of industries, including Financial Services; Technology; Life Sciences; Insurance; Real Estate; Energy; Retail; and Hospitality and Leisure.

Before entering the legal profession, Jen had a career in the fields of biochemistry and genetics at Indiana University-Bloomington and Oregon Health Sciences University in Portland, Oregon, with published research in protein-protein and protein-nucleic acid interactions.

Jen is named as a “Rising Star” in equity and debt capital markets by IFLR1000Legal500 has also recommended Jen in each of its capital markets categories: equity offerings, debt offerings, global offerings, and high yield debt offerings.


David Steuer is a civil litigator and trial lawyer at Wilson Sonsini Goodrich & Rosati, with primary emphasis in intellectual property matters, securities litigation, corporate governance matters, general commercial disputes, and employee/trade secrets issues. 

As an intellectual property litigator, David has tried patent infringement cases in the areas of networking, ANDA generic drugs, video processing and semiconductors, and many others.  He has also tried significant trade secret matters for U.S. and Chinese clients.  As a securities litigator, David has represented a host of well-known technology and life sciences companies, as well as many individual defendants. He also has represented numerous clients in corporate control litigation, including proxy fights and merger and acquisition disputes.  David has litigated significant commercial matters, including matters related to intellectual property licenses, product failures, and trademark disputes.  He has been recognized in Best Lawyers in America as a leading litigator in the fields of intellectual property, securities litigation, and commercial litigation.

He has an active trial practice and has tried cases in California, Delaware, Virginia and the District of Columbia. David has represented clients before government agencies including the SEC and the United States International Trade Commission.  He has also arbitrated many large international disputes in AAA, ICC and ICDR proceedings, in which he has recovered in excess of five hundred million dollars for his clients.

EDUCATION:

  • J.D., Harvard Law School, 1982
    Cum Laude; Editor, Volumes 94 and 95 of the Harvard Law Review 
  • B.A., History, Stanford University, 1979
    With Distinction and Honors, Phi Beta Kappa


Glenn Nash is a corporate partner in Sidley’s Palo Alto office and global co-leader of Sidley’s Technology & IP Transactions practice. He has deep experience in the Internet and the Internet of Things, AI, financial services and insurance, media, software, hardware and information technology industries.

Glenn’s practice focuses on intellectual property matters and providing strategic counseling to companies establishing and expanding their business and operations domestically and internationally. As well, Glenn handles complex business transactions including technology, content and intellectual property transactions, joint ventures and other strategic collaborations and commercial transactions domestically and internationally for both established and emerging growth companies.

Glenn is ranked by Chambers Global and Chambers USA as a leading IT lawyer, and described as “very dynamic” and “an absolutely first-rate lawyer.” Chambers awarded him their highest ranking in the category of leading IT and IT Outsourcing attorneys, noting that clients comment that “he really knows how to get a big transaction done efficiently and painlessly.” Glenn has been recommended in The Legal 500 US 2014–2017 for “outstanding business acumen and a pragmatic approach in solving issues.” He is ranked in the top tier of the Media, Technology and Telecoms: Technology Transactions category as a “Leading Lawyer.” Glenn is also listed in the Best Lawyers in America survey in the Information Technology law and Technology law categories. He is recognized as the San Francisco Technology Law “Lawyer of the Year” in the 2015 edition of The Best Lawyers in America.

Glenn advises clients on intellectual property ownership, use, acquisition, sale, license and protection, and structures and negotiates U.S. and cross-border transactions such as strategic alliances, joint ventures, mergers and acquisitions, intellectual property acquisitions and spin-outs, as well as the full array of commercial relationships, including development, hosting, services, outsourcing, manufacturing, supply, distribution, marketing, advertising and promotional relationships. As part of his practice, he also advises companies on privacy and compliance issues, as well as counseling companies expanding overseas on international structurings, intra-company arrangements, customer facing arrangements, jurisdictional issues and local law compliance. Glenn is a member of the State Bar of California, American Bar Association and the Licensing Executives Society.