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Drafting and Negotiating Corporate Agreements 2019


Speaker(s): Anna J. Remis, David S. Steuer, Laura J. Clark, Martin A. Wellington, Michael S. Dorf, Peter Wolf, Stephen Salmon
Recorded on: Feb. 11, 2019
PLI Program #: 251733

Laura J. Clark is Sr. Employment Counsel at Hewlett Packard Enterprise Company. Laura provides legal counsel and support to HPE’s Global Human Resources organization. Prior to joining HPE in 2014, Laura represented employers in all aspects of employment law as Counsel or Associate Counsel at AmLaw 100 law firms in San Francisco.


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

 


Pete Wolf is a Corporate & Securities partner in Mayer Brown's Palo Alto office. He focuses on mergers, acquisitions, divestitures, carve-outs, joint ventures and commercial transactions. Pete also represents clients in connection with financing of emerging companies as well as founders in the formation of startups, general corporate governance matters and exit transactions.

Pete’s clients include publicly held and privately owned companies and venture capital and growth equity funds in a variety of industries, including bank holding companies, financial services firms, investment banks, and technology, media, energy, oil & gas, chemical and agribusiness companies.

Prior to joining Mayer Brown in 2013, Pete was a member of the Corporate & Securities practice group of a prominent national law firm in Chicago. He received his JD from the University of Chicago Law School in 2010 and his BA in economics from Bucknell University in 2004. Pete is a member of the University of Chicago Law School 1902 Leadership Committee and serves on the board of directors of the Walter S. Mander Foundation, a Chicago-based charitable organization. Prior to law school, Pete worked as a reporting associate at Legg Mason Capital Management.


Anna Remis is a partner in the firm’s San Francisco office and a member of the firm’s Technology and IP Transactions practice. She concentrates her practice on IP licensing and technology transactions and intellectual property aspects of corporate mergers, acquisitions and venture capital investments.

Anna has a particular passion for working with entrepreneurs and start-ups, and advising emerging growth companies and their investors. She has advised companies in industries ranging from digital media and technology to food and wine. As a result of her regular representation of companies at all stages of development both in their day-to-day operations and in their complex business transactions, Anna offers a well-rounded and strategic – yet practical – perspective to her clients’ matters.

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

Anna received her J.D. from the University of California, Berkeley School of Law, where she was a Senior Articles Editor of the Berkeley Technology Law Journal and President of the Boalt Hall Women’s Association. Prior to law school, she lived and worked in Beijing, China, after obtaining her bachelor’s degree in East Asian Studies at The George Washington University.

Admissions & Certifications

•           California

•           Illinois

Education

•           University of California, Berkeley School of Law (J.D., 2007)

•           The George Washington University (B.A., 2001, summa cum laude)


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


Martin Wellington is the managing partner of Sidley’s Palo Alto office and a member of the M&A, Private Equity, Capital Markets and Emerging Companies and Venture Capital (ECVC) practices. Martin counsels technology companies and their sources of capital on a variety of transactions, including M&A, joint ventures and private as well as public offerings. He also regularly advises private equity investors and underwriters. His clients include publicly held technology companies in addition to companies looking to enter the public markets. Prior to joining Sidley, Martin was a partner with an international law firm and he also served at the U.S. Department of State from 1989–1993.

Martin was recommended in The Legal 500 US 2016 in several categories of M&A/Corporate and Commercial in addition to Finance Capital Markets. Named an “Up & Coming” lawyer for Corporate/M&A: Northern California in Chambers USA 2014, he was also featured in the Financial Times’ “US Innovative Lawyers” report for his work as lead counsel on two IPOs in 2011 and 2012. Martin earned his J.D., cum laude, from Harvard Law School and received his Master of International Affairs from Columbia University where he headed the International Security Policy Association. He graduated with a B.A. from the University of California, Irvine.

Experience

  • Pandora Media in SiriusXM’s US$480 million investment in in Pandora’s newly authorized Series A Preferred Stock and its sale of Ticketfly to Eventbrite for US$200 million
  • Angie’s List, Inc. on its merger with HomeAdvisor to form ANGI Homeservices Inc.
  • Pandora Media in connection with its $345 million convertible note financing
  • Acrisure in its recapitalization and partial buyout by ABRY Partners of Genstar’s position in Acrisure
  • Intapp in its recapitalization and partial buyout by Temasek by way of a tender offer for a portion of the positions of Great Hills Partners and other pre-existing investors
  • Vector Capital in connection with its sale of 20-20 Technologies to Golden Gate Capital
  • CollabNet and Vector Capital on their acquisition of Version One
  • Abakus on its acquisition by SAP
  • Corel in its acquisition of MindManager
  • Cadence in connection with its acquisitions of nusemi and Rocketick Technologies Ltd
  • Blackbaud in its acquisitions of JustGiving SmartTuition 
Education
  • Harvard Law School (J.D., 1996, cum laude)
  • Columbia University (M.I.A., 1988)
  • University of California, Irvine (B.A., 1986)