PLI PLUS 2.0 is now available – click here to test drive the new platform.
Skip to main content

Acquiring or Selling the Privately Held Company

Speaker(s): Adam P. Cohen, Ari Lanin, Brian C. Miner, Catharina Y. Min, Heather M. Sager, Jared Furutani, Jennifer J. Carlson, Joseph Yang, Katherine L. Henderson, Michael S. Dorf, Michael T. Frank, Sarah P. Payne, Stephen Salmon, Steven E. Klein
Recorded on: May. 15, 2019
PLI Program #: 251945

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.

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.

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.

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.

Jared Furutani is a director at AQ Technology Partners and has over ten years of experience advising middle market technology companies through complex M&A and capital raise transactions. Jared has closed over 25 transactions with an aggregate value of over $1.5 billion.

Jared has extensive experience advising technology companies across a variety of technology sectors including enterprise software, eCommerce, real estate tech, industrial tech, IoT, networking, systems and semiconductors. He has executed transactions with some of the most active strategic acquirers and private equity sponsors including Verizon, News Corp, Intel, Avago, Francisco Partners and GTCR. In addition, he has significant experience executing cross-border transactions in geographies around the world, including Canada, Denmark, England, Japan, Romania, Sweden, Taiwan and Thailand.

Prior to joining AQ Technology Partners, Jared spent 10 years with Pagemill Partners performing technology M&A and started his investment banking career with in the M&A Advisory practice of Duff & Phelps Securities in Los Angeles. Jared previously worked at PricewaterhouseCoopers, proving assurance services for both SEC and privately-held clients, with an emphasis on technology and middle market.

Jared earned a Bachelor of Arts degree in accounting and information systems from the University of Washington. He is a Certified Public Accountant and holds Series 7 and 63 licenses.

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.

Mike Frank stands out in the fast-paced Technology, Media, and Telecoms sector for his clear, practical, and sound advice on executive compensation and employee benefits issues.

He focuses his practice on advising clients on the compensation and benefits aspects of corporate transactions, including mergers and spin-offs. He counsels clients on the design and implementation of non-qualified deferred compensation arrangements, including Section 409A rules and on the proxy disclosure of public company compensation information.

Mike also helps companies with issues related to their equity-and cash-based incentive programs. His clients have ranged from Fortune 500 companies to emerging growth companies both public and private.

Prior to joining Hogan Lovells, Mike was a partner in the Palo Alto office of a global law firm, heading the firm's Compensation, Benefits, and ERISA practice group.

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

• 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

• 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

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

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


Sarah Payne is a partner resident in Sullivan & Cromwell’s Palo Alto office and is co-head of the Capital Markets Group and Technology M&A and Finance Group. She has a broad-based corporate practice advising clients on a wide range of transactions, focusing on public and private securities offerings and public and private company mergers and acquisitions. Among other things, she is active in the Firm’s corporate governance practice and advises clients on their continuing reporting obligations, Sarbanes-Oxley processes and other general corporate matters. Ms. Payne also regularly represents family offices and other investors in start-up investments.

Recent M&A transactions include advising Rent-A-Center in its pending acquisition of Acima Holdings, Joseph Tsai in his acquisition of the Brooklyn Nets and the Barclays Center and Genomic Health in its acquisition by Exact Sciences. Recent capital markets work includes advising the underwriters in IPOs by Levi Strauss & Co. and Unity Software, Coronado Global Resources in its IPO and SoftBank Group in its $20 billion monetization of a majority of its holdings in T-Mobile and in multiple transactions involving monetizations of its interests in Alibaba Group Holding. 

Ms. Payne has been recognized by a number of leading legal publications. She has been ranked by Chambers USA in Capital Markets: Debt & Equity: California and in Capital Markets: Debt & Equity: Western U.S., named to the Daily Journal’s “Top Women Lawyers,” a list of the most powerful lawyers in California, listed as a “Rising Star” in M&A by IFLR1000 and as a “Rising Star in Finance” by Euromoney Legal Media Group.

She is a frequent speaker and author, particularly in the areas of mergers and acquisitions, corporate governance and securities law. She spoke on a panel titled “Disclosure and Reporting Considerations with Respect to Investments in Emerging Markets” as part of the SEC’s staff roundtable on investing in emerging markets in June 2020. Additional speaking engagements include leading “A West Coast Conversation: Liquidity, Valuation and Capital and Governance Structure” at the 2018 University of Pennsylvania Institute for Law and Economics’ program and participating in PLI’s Acquiring or Selling the Privately Held Company on the “Earn-outs and Fiduciary Duties in Private Transactions” panel in 2019. She has also been a Lecturer in Law at Stanford Law School, teaching a class on “International Securities Regulation” in Spring 2019.

Ms. Payne received her B.A. from Yale University and her J.D. from UC Berkeley School of Law.

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.

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."