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Drafting and Negotiating Corporate Agreements 2021


Speaker(s): Alessandra Simons, Anna J. Remis, David S. Steuer, Jade K. Wagner, Jared G. Jensen, Magnus Karlberg, Michael S. Dorf
Recorded on: Feb. 8, 2021
PLI Program #: 306908

Aly Simons is a partner in Goodwin’s Business Law Department and a member of its M&A/Corporate Governance and Technology Companies groups. Aly coaches boards and executives through successful M&A exits and helps companies grow their businesses and realize value through acquisition. She works with and advises companies in all stages of growth. While focusing on the tech sector, she has experience in a wide range of industries, including proptech, media, healthcare and consumer packaged goods.

Recent experience and transactions:

  • Segment acquisition by Twilio ($3.2B)
  • Harness acquisition of Drone.io
  • Portworx acquisition by Pure Storage ($370M)
  • Exabeam acquisition of Skyformation*
  • BlueJeans Networks acquisition by Verizon
  • Okta acquisitions of Azuqua ($52.5M) & ScaleFT
  • Fluidmesh acquisition by Cisco*
  • Eventbrite acquisitions of Picatic* & Ticketea*
  • Sanzaru Games acquisition by Facebook
  • GoFundMe acquisitions of Crowdrise & YouCaring
  • Qualtrics acquisition by SAP* ($8B)
  • SingTel / Amobee acquisitions of certain assets of Videology* ($117M) & Turn* ($310M)

*cross-border transaction

Recent Recognition

Aly has worked on many high profile deals in the technology M&A sector. 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. Aly has been selected for inclusion in Chambers USA: America’s Leading Lawyers for Business. She was also selected as a winner of The M&A Advisor’s 9th Annual Emerging Leaders Award.

Recent Publications & Presentations

  • “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)
  • “A Global Comparative Analysis of Technology Company M&A Transactions,” ITechLaw 2019 European Conference (October 2019)
  • “M&A Panel,” Uncork Capital Portfolio Summit (October 2019, October 2018, November 2017)
  • “How to Win Founders and Influence Boards,” Atlas Global Software M&A Conference (2019, 2017)
  • “Corporate Development Panel: Insights into M&A 2019,” Atlas Global Software M&A Conference (2019)
  • “What They Never Tell Sellers about Due Diligence,” Black Duck by Synopsys FLIGHT East 2018 (September 2018) and FLIGHT West 2018 (June 2018)
  • “Avoiding and Managing M&A Disputes,” Daily Journal’s 2017 Western M+A/Private Equity Forum (September 2017)
  • “How Boards Can Help with Exit Transactions” (Corporate Secretary, 2018) (co-authored with Nathan Hagler)


ANNA REMIS regularly represents companies at all stages of development both in their day-to-day operations and in their complex business transactions, bringing a well-rounded and strategic — yet practical — approach to her clients’ matters.

Anna counsels clients on a wide range of intellectual property issues, including intellectual property and technology development, ownership, use, acquisition, sale, licensing, and protection. Her experience spans industries and includes experience in life sciences and digital health, technology, including software and hardware, digital media, financial services, and technology innovation within the manufacturing and automotive industries.

Anna regularly advises clients on the intellectual property-related aspects of complex U.S. and cross-border business transactions, such as mergers and acquisitions, joint ventures, spin-offs, corporate venture investments, and strategic collaborations. She has deep experience working with clients in the emerging companies and venture capital ecosystem, including substantial experience counseling established companies in traditional industries on strategic collaborations with, investments in, and acquisitions of emerging technology companies.

Anna routinely counsels clients on how to develop corporate innovation strategies and “look around the corner” at data-driven opportunities and AI/machine learning technologies in their businesses.

Anna was selected as one of Law360’s Technology Rising Stars for 2017.

Anna is admitted to practice in California and Illinois.  Anna has a JD from University of California, Berkeley School of Law, and a BA from The George Washington University.


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.


Magnus Karlberg is a partner in Mayer Brown LLP’s Corporate & Securities department in San Francisco where he focuses on U.S. and cross-border mergers, acquisitions, buyouts, investments, divestitures, joint ventures and similar strategic partnerships as well as other corporate and securities law matters.  Magnus advises clients worldwide in a wide range of industries, including technology, life science & pharmaceuticals, consumer goods and banking & insurance.

Magnus has been a secondee with the M&A departments of Nestlé S.A. in Switzerland and MetLife Inc. in New York.

Magnus is a guest lecturer at Fordham Law School and Gothenburg University Law School on mergers and acquisitions and private equity matters.


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.


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