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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, 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)



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