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Acquiring or Selling the Privately Held Company 2020 SF


Speaker(s): Adam B. Cohen, Adam P. Cohen, Ari Lanin, Brian C. Miner, Brittany Sakowitz, Catharina Y. Min, Gordon Parker, Heather M. Sager, Jessica C. Pearlman, Joseph Yang, Katherine L. Henderson, Kerry Halpern, Nina L. Flax, Stephen Salmon, Steven E. Klein
Recorded on: May. 13, 2020
PLI Program #: 277850

Steven Klein is a Senior Vice President at Marsh’s Transactional Risk group. He is an expert in the field of transactional risk insurance, which includes representations and warranties insurance, tax insurance and other insurance products addressing contingent liabilities encountered on M&A deals. Steve is currently located in Marsh’s Seattle office. Prior to joining Marsh in 2016, Steve held several positions at AIG, including Associate General Counsel – Corporate Governance & Transactions Group for AIG Property Casualty and Vice President and Associate General Counsel – Mergers & Acquisitions Insurance Group. Prior to AIG, Steve was an attorney at Winston & Strawn LLP; Cadwalader, Wickersham & Taft LLP; and Moses & Singer LLP. Steve graduated from the University of Michigan with a B.A. He received his J.D. from Fordham University School of Law.


Adam B. Cohen is a corporate associate in Fried Frank's M&A and Private Equity Group. Mr. Cohen has experience advising clients in cross-border and domestic M&A transactions involving public and private companies in a wide variety of industries. Mr. Cohen’s practice focuses on mergers, stock and assets acquisitions and divestitures, as well as majority and minority investments, co-investment transactions and corporate restructurings, and Mr. Cohen advises boards of directors and management teams on corporate governance issues.

Mr. Cohen received his J.D. from the University of Pennsylvania Law School, a Certificate in Business and Public Policy from the Wharton School of the University of Pennsylvania, and his B.S. in International Business from the University of Maryland.  Mr. Cohen is admitted to practice in New York, Pennsylvania and New Jersey.


Ari Lanin is a partner in Gibson Dunn’s Century City office and Co-Chair of the firm’s Private Equity practice group.  He advises companies, private equity firms and investment banks across a wide range of industries, focusing on public and private merger transactions, stock and asset sales, joint ventures and strategic partnerships, contests for corporate control and public and private (including Rule144A) capital-raising transactions.  Mr. Lanin also advises public companies with respect to securities regulation and corporate governance matters, including periodic reporting and disclosure matters, Section 16, Rule 144, insider trading and the implementation of Rule 10b5-1(c) plans. 

Mr. Lanin is a member of the firm’s Mergers and Acquisitions, Capital Markets, Securities Regulation and Corporate Governance, and Media, Entertainment and Technology practice groups. 

Recently, Mr. Lanin was named to the Daily Journal's 2018 list of the "Top 100 Lawyers in California."  From 2016 to 2018, he was ranked by Chambers USA in the category of Corporate/M&A: Private Equity, where clients described him as “an emerging presence in the private equity market,” “outstanding from a technology perspective” and noted he “sees all the angles of risk and opportunity.” Variety named Mr. Lanin to its Dealmakers Impact Report in 2014, 2015, 2017 and 2018.  Variety also named him to its 2017 Legal Impact Report, an annual list of the leading attorneys in the entertainment industry, and its “Hollywood’s New Leaders” list in 2012.  The Hollywood Reporter named Mr. Lanin to its 2017 Power Lawyers List, which features 100 of the entertainment industry’s most powerful attorneys.  He was also recognized by Super Lawyers as a Rising Star for Business/Corporate from 2013 to 2015. 

Mr. Lanin has authored publications and client memoranda on a variety of securities law and mergers and acquisitions related matters.

Mr. Lanin received his law degree in 2000 from the University of Southern California Law School, where he was elected to the Order of the Coif and served as a member of the Southern California Law Review.  He earned a Bachelor of Arts degree in history, with a minor in music, magna cum laude and Phi Beta Kappa, from Brandeis University in 1997.


Brittany Sakowitz is a partner in the Houston office of Vinson & Elkins. Her practice is primarily focused on mergers and acquisitions and private equity. She assists private equity investors, their portfolio companies and other public and private companies in connection with buying and selling assets or entities, business combinations, line of equity investments, and general corporate or governance issues.

Brittany has advised clients across a broad range of industries, including energy (midstream, oilfield services, power, and marketing and trading), consumer products and services, and financial services.

Brittany was selected to the Texas Rising Stars list, Super Lawyer, and named one of “the most promising new M&A partners of 2019” by The Deal.


Catharina Min represents both U.S. and international clients in mergers and acquisitions, private financings, joint ventures, strategic alliances, corporate partnering, securities offerings, and other corporate transactions. She also represents emerging companies in general corporate matters and venture capital financings. In addition, Ms. Min has extensive experience representing Asian clients doing business in the United States.

Ms. Min is a frequent speaker at many organizations, including the Practising Law Institute, Association of Corporate Counsel, SV Forum, the Korean IT Network, and a number of Korean incubators covering topics related to cross-border transactions and venture capital financings. She also regularly shares her insights at events for California Women Lawyers, Asian Pacific American Bar Association, Asian Business League, and others on mentoring and advancement of women and minority lawyers.

Catharina graduated from the University of Virginia School of Law in 1990. She previously served as Vice-Chair, Business and Finance Department as well as office managing partner at an international law firm, and was recently awarded with the inaugural "Trailblazer Award" by the Korean American Bar Association of Northern California.


Gordon Parker is a San Francisco based Partner in the investment banking boutique, DBO Partners LLC, where he advises clients in a variety of industries on strategic transactions.

Gordon has over 16 years of investment banking experience in the US and Asia. Prior to joining DBO Partners, Gordon led Morgan Stanley’s Southeast Asia Mergers & Acquisitions business from 2013 to 2018. In this role he advised local, regional and global companies and investors on acquisitions, divestitures and joint ventures in Singapore, Thailand, Malaysia, the Philippines, Vietnam and Indonesia. He was previously a member of the Asia M&A team based in Hong Kong, where he advised on transactions in China, India, Korea and Taiwan as well as in Southeast Asia. In his 10 years based in Asia, Gordon executed over $30Bn of complex, cross-border transactions for a diverse group of corporate, private equity and sovereign clients.

Prior to moving to Asia in 2007, Gordon was a member of Morgan Stanley’s Financial Sponsors Group based in New York, where he played a critical role in several industry-defining transactions such as the 2006 IPO of KKR PEI and the 2007 IPO of The Blackstone Group. He has advised on over $11bn of equity IPOs and over $2Bn of lead-managed leveraged finance offerings in support of private equity clients.

Gordon earned a Bachelor of Mechanical Engineering degree with highest honors from the Georgia Institute of Technology and holds an MBA from the University of North Carolina’s Kenan-Flagler Business School.


Heather Sager started her California legal career on the battle lines over wage and hour compliance and has acted as lead defense counsel in dozens of class, collective, and representative actions throughout the state and nationwide.  In her current role with Perkins Coie’s California Labor & Employment Group, she still litigates aggressively, but gets greater satisfaction from helping companies mitigate risk and avoid litigation through proactive compliance counseling and defense strategy when facing claims based on contractor and employee misclassification, wage and hour violations, or workplace retaliation and discrimination. Her extensive knowledge of California’s complicated statutory and regulatory requirements for employers from startups to the Fortune 500 is well regarded by technology, retail, and finance clients.


Jessica C. Pearlman is a partner in the corporate group of K&L Gates LLP and resides in the Seattle office. Ms. Pearlman represents emerging and established companies in various corporate, securities, and finance matters, with an emphasis on mergers and acquisitions for both public and private clients, domestic and international. Ms. Pearlman has particular depth of experience in various technology sectors, including healthcare applications, software, social media, data security, data storage, mobile applications, search engine optimization, and AI, as well as in energy, digital and traditional media, biotechnology, and transportation.

Ms. Pearlman is a frequent presenter on mergers and acquisitions topics and was selected for inclusion in The International Who's Who of Merger and Acquisition Lawyers, Who's Who Legal (2015-present) and as a Washington Super Lawyer and one of the Top Women Attorneys in Washington (2013-present). Ms. Pearlman has served as an adjunct professor of Mergers and Acquisitions at the University of Washington School of Law and Seattle University Law School, and is a member of the Thomson Reuters Business Law Solutions Advisory Board and the Practical Law Company Corporate Advisory Board. She is Vice Chair of the American Bar Association’s M&A Committee, is a former Chair of the M&A Committee’s Market Trends Subcommittee, and has served as Chair since 2010 of its flagship Private Target M&A Deal Points Study.

Ms. Pearlman graduated from the University of Washington in 1996 with a B.A. with honors and received her J.D. from the Georgetown University Law Center in 1999.


Joseph Yang is an IP transactions partner at PatentEsque Law Group, LLP.

Joe specializes in structuring & negotiating tech/IP-centric deals (technology transactions, strategic alliances, patent licensing/sales, standards body issues, IP aspects of M&A) and in using IP as strategic business assets. He has led hundreds of deals involving billions of dollars in and across the information technology, electronics, entertainment, consumer goods, healthcare, energy, chemical & manufacturing industries. Reflecting these diverse experiences, Joe is often retained to “bridge the gap” in cross-industry deals (e.g., joint ventures, IoT, SaaS & “big data” deals) between companies whose industries historically didn’t interact with each other.

Joe is also an expert witness for high stakes tech & patent licensing disputes.

Joe teaches the "Technology and Patent Licensing" course at Stanford Law School, and has taught the “Patent Law and Policy” course at U.C. Berkeley School of Law. Joe is a long-time chair of the “Advanced Licensing,” “Advanced Patent Licensing” and “Understanding the IP License” courses at the Practising Law Institute in NYC, SF and Chicago. He has written for journals & books, and been cited by courts & treatises, on licensing & patent law.

Joe previously served as VP & General Counsel of Cryptography Research, Inc. (CRI), negotiating deals under which 10+ billion devices/year are made by its licensees in the smart card/phone, semiconductor, pay TV, printer & other fields. He also developed, enforced & defended CRI’s patent portfolio, and played a key role in CRI’s successful sale in a series of M&A deals (with Macrovision & Rambus) valued at $400+ million.

Before that, Joe co-founded and later led the “IP Strategy & Transactions” practice based in the Silicon Valley office of the world’s largest law firm (Skadden, Arps). He has also practiced at other large multinational law firms, and served as an arbitrator.

Joe has been named one of the “World’s Leading IP Strategists,” “World’s Leading Patent Professionals” and “World’s Leading IP & Technology Licensing Lawyers” by Intellectual Asset Management (IAM) publications. IAM named Joe as 1 of only 10 "highly recommended" IP transactional attorneys in California -- the only one from a boutique (non-AmLaw 100) firm:

“Joseph Yang is a major-league deal maker and licensing authority” as well as “a transactional mastermind” with arbitration and litigation skills that make him a formidable negotiator.” “He … is a creative problem solver who can clearly articulate legal risks and provide effective advice to guide business decision making.”

Joe is “one of the best expert witnesses you could hope to deal with. He considers all the issues before committing to an opinion, and his positions are always rock solid”.

He is also profiled in “Marquis Who’s Who in American Law”, “Marquis Who’s Who in America” and “Marquis Who’s Who in the World”, and named to the California SuperLawyers list.

Joe also serves on the advisory board of the Licensing Executives Society - Silicon Valley chapter, and is a board member of the Asian Pacific American Bar Association of Silicon Valley.

Joe was originally a research engineer in the aerospace & energy fields. He holds a J.D. from Stanford Law School and a Ph.D. (engineering) from the California Institute of Technology, where he has been a board member of the Caltech Associates & Caltech Alumni Association.


Katherine Henderson is a partner in the San Francisco office of Wilson Sonsini Goodrich & Rosati. Her practice focuses on corporate governance, the navigation of corporate fiduciary duties, and the representation of companies and their officers and directors in stockholder class actions, derivative suits, and complex commercial litigation. Katherine specializes in conducting investigations on behalf of management, boards of directors, and special board or management committees; advising companies faced with stockholder litigation demands; and representing companies in stockholder actions and “busted deal” litigation.  She also advises with respect to directors’ and officers’ liability insurance coverage and indemnification issues.


Kerry Halpern is an employee benefits and executive compensation partner in Holland & Knight's Philadelphia office who represents public and private clients in a large number of industries, including financial services, life sciences, consumer products and technology, throughout the United States, Canada, United Kingdom, Sweden and many other countries. She regularly advises compensation committees, executive management, and individual executives in connection with a large assortment of compensation and benefits issues.

Ms. Halpern has significant background in employee benefits issues that arise in the context of mergers and acquisitions, including conversion of equity compensation, transition of benefit plans, and new benefit plan design and issues regarding golden parachute taxes under Section 280G of the Internal Revenue Code (IRC). She advises clients on disclosure of executive compensation under U.S. securities laws, from the initial public offering (IPO) stage to the ongoing disclosure obligations of large public companies, as well as compensation disclosure and shareholder outreach, and Institutional Shareholder Services (ISS) guidelines and potential impact on their say-on-pay shareholder votes. She has substantial knowledge in tax planning with respect to all benefit plans.

Ms. Halpern, a graduate of Georgetown University Law Center, has been listed in The Best Lawyers in America guide for Employee Benefits (ERISA) Law (2018-2020), and was named Philadelphia Employee Benefits (ERISA) Law Lawyer of the Year by The Best Lawyers in America guide in 2019.


Mr. Salmon is a partner in Davis Polk’s Corporate Department, practicing in Northern California. He has extensive experience in both mergers and acquisitions transactions and a variety of capital markets offerings for clients across many industries.

Work Highlights

MERGERS AND ACQUISITIONS REPRESENTATIONS
• World Kitchen on its acquisition by GP Investments Acquisition Corp.
• Ingram Micro in its pending sale to Tianjin Tianhai, a subsidiary of China's HNA Group
• Dialog Semiconductor in its attempted acquisition of  Atmel
• Dialog Semiconductor on its acquisition of iWatt
• J.P. Morgan on the acquisition of Dell by Michael Dell and Silver Lake Partners
• Reliance Steel on its acquisition of Metals USA
• Mirion Technologies and affiliated funds of American Capital on the acquisition of Mirion by Charterhouse Capital Partners
• Blue Coat Systems on its acquisition by an investor group led by Thoma Bravo
• Vector Capital on its acquisition of Gerber Scientific and concurrent disposition of assets
• Oracle on multiple public and private acquisitions and dispositions, including the acquisitions of Art Technology Group, Phase Forward, GoldenGate, Hyperion, Stellent and Metasolv
• Citigroup on multiple loan portfolio dispositions
• NYSE Euronext on its acquisition of APX, and APX’s subsequent merger with BlueNext
• W Capital on multiple primary and secondary investments in technology companies

CAPITAL MARKETS REPRESENTATIONS
• The underwriters on the initial public offerings of Aimmune Therapeutics, Virgin America, Coherus BioSciences, Violin Memory, UCP and Internet Brands
• Cadence, Reliance Steel and Leidos on their investment-grade notes offerings
• Convertible notes offerings by Citrix, Accuray, Invensense, Beckman Coulter and others

GENERAL CORPORATE ADVISORY WORK
• Public reporting, securities compliance and corporate governance advice for companies like Dialog Semiconductor, Leidos, Roper, Blue Coat Systems and Mirion Technologies

Recognition
Mr. Salmon is recognized as a leader in the legal industry:
• Super Lawyers – “Rising Star,” 2012-2016
• Daily Journal – "Top 40 Under 40," 2016

Professional History

• Partner, 2015-present
• Associate, 2006-2015

 


Brian C. Miner is a corporate partner resident in Holland & Knight's Philadelphia office. Mr. Miner concentrates his practice in private equity transactions and mergers and acquisitions advising public and private companies, and private equity firms.

Mr. Miner has substantial experience across a broad range of sectors, including asset management, life sciences, infrastructure, energy and manufacturing. In particular, his private equity experience includes advising investment management clients on acquisitions and dispositions of interests in private equity fund managers.

Mr. Miner is a faculty member of the Practising Law Institute (PLI), where he has served as the chair and regular panelist for the seminar "Acquiring or Selling the Privately Held Company" since 2012. He has been previously recognized as a leading private equity lawyer by The Legal 500, described as a "very strong tactician."


Nina Flax is a Corporate & Securities partner in Mayer Brown's Palo Alto office. Her practice focuses on M&A, joint ventures, venture capital investing, commercial transactions and general corporate matters.

Lauded by clients as "incredibly gifted" (Legal 500 US), Nina represents buyers and sellers in connection with domestic and international stock and asset acquisitions and divestitures as well as mergers. She assists clients in negotiating and establishing domestic and international joint ventures and consortiums. She represents clients in connection with financing of startups as well as founds in the formation of startups and in exit transactions. Nina also counsels clients regarding commercial transactions, including intellectual property licenses, co-development agreements, application integration agreements and technology alliance agreements.

Nina represents US, foreign and multinational corporations, private equity firms and other public and private entities across a wide range of industries, including technology, IoT, SaaS, financial services, mobility, professional services, hospitality and leisure, gaming, agribusiness, and chemicals industries.

Nina is an active member of Mayer Brown’s Committee on Diversity and Inclusion and Mayer Brown’s Recruiting Committee.