Corporate TRANSACTIONAL

Our premier corporate practice provides practical, solutions-oriented advice on the most important issues faced by fast-growing companies in technology, life sciences and regulated industries.


WilmerHale’s exceptional depth and breadth of experience in corporate law, combined with our ability to draw on the firm’s other market-leading practices, enables us to provide a one-stop solution to corporate clients at all stages of growth. Leveraging our experience in the areas of emerging companies, venture capital, public offerings, mergers and acquisitions, public company counseling and strategic alliances, we help our clients achieve strategic advantage, navigate complex legal and business issues, and realize their long-term business objectives. We represent public and private companies, investment banks, venture capital and growth equity firms, and individual entrepreneurs. We are widely recognized for our representation of technology, life sciences, financial services, defense and other regulated industry clients.

Contacts

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Bain, Mick

Mick Bain

Co-Chair, Corporate Practice Group

+1 617 526 6158 (t)

michael.bain@wilmerhale.com

Der Marderosian, Lia

Lia Der Marderosian

Co-Chair, Corporate Practice Group

+1 617 526 6982 (t)

lia.dermarderosian@wilmerhale.com

Buckland, Peter

Peter Buckland

Vice Chair, Corporate Practice Group

Co-Chair, Emerging Company Practice

+1 650 858 6036 (t)

peter.buckland@wilmerhale.com

johnson-brian.jpg

Brian A. Johnson

Vice Chair, Corporate Practice Group

Co-Chair, Capital Markets

+1 212 937 7206 (t)

brian.johnson@wilmerhale.com

Ochs, Justin L.

Justin L. Ochs

Vice Chair, Corporate Practice Group

+1 202 663 6303 (t)

justin.ochs@wilmerhale.com

Bain, Mick

Mick Bain

Partner

+1 617 526 6158 (t)

michael.bain@wilmerhale.com

Bonnes, Andrew

Andrew Bonnes

Partner

+1 617 526 6136 (t)

andrew.bonnes@wilmerhale.com

Boot, Jeannette K.

Jeannette K. Boot

Partner

+1 212 295 6507 (t)

jeannette.boot@wilmerhale.com

Borden, Mark G.

Mark G. Borden

Partner

+1 617 526 6675 (t)

mark.borden@wilmerhale.com

Bothwick, Jay E.

Jay E. Bothwick

Partner

+1 617 526 6526 (t)

jay.bothwick@wilmerhale.com

Braun, Martin

Dr. Martin Braun

Partner

+49 69 27 10 78 207 (t)

martin.braun@wilmerhale.com

Brown, Lillian

Lillian Brown

Partner

+1 202 663 6743 (t)

lillian.brown@wilmerhale.com

Buckland, Peter

Peter Buckland

Partner

+1 650 858 6036 (t)

peter.buckland@wilmerhale.com

Related Practices

Our lawyers are highly skilled at counseling companies on a variety of complex business transactions and legal issues. Specific areas of focus include:

Emerging Company and Venture Capital: Startup companies and investors rely on us to take their ventures from founding to funding to market leadership and successful IPO or sale. We regularly counsel emerging companies, entrepreneurs and investors on seed, venture capital, growth equity, venture debt and strategic financings. Our extensive experience advising emerging companies enables us to efficiently manage seed and venture capital financings and provide strategic value. Since 2006, we have handled more than 2,800 venture financings with total proceeds in excess of $35 billion. In 2016 alone, we served as counsel in approximately 250 venture financings raising nearly $3 billion (learn more).

Our experience includes:

  • 1366 Technologies' $55 million second and third rounds;
  • Altiostar Networks' $70 million fourth round;
  • Avogy's $40 million second round;
  • Blue Apron's $135 million fourth round;
  • Blue Danube's $16.2 million second round;
  • Cool Planet Energy Systems' $100 million fourth round;
  • Constellation Pharmaceuticals' $55 million late-stage round;
  • Denali Therapeutics' $217 million first round;
  • Flywire's $22 million third round;
  • mParticle's $10.5 million second round;
  • Rethink Robotics' $26.6 million fourth round;
  • Syros Pharmaceuticals' $53 million second round; and
  • Vtesse's $25 million first round.

Capital Markets Transactions: We represent both issuers and investment banking firms in initial public offerings, follow-on public offerings, PIPE placements, cross-border offerings, Rule 144A transactions, and other private placements and tender offers. Our experience ranges from IPOs by emerging companies to private offerings of sophisticated debt instruments by established public companies. In 2016, we advised leading companies in life sciences, technology, financial services, communications and other industries on more than 35 public offerings and Rule 144A placements raising approximately $25 billion. Since 2006, we have served as counsel in more than 400 public offerings and Rule 144A placements raising a total in excess of $150 billion (learn more).

Our experience includes:

  • representing Agios Pharmaceuticals, Bellerophon Therapeutics, Catabasis Pharmaceuticals, ConforMIS, Demandware, Editas Medicine, Endurance International, Nabriva Therapeutics, Ocular Therapeutix, Spark Therapeutics and Summit Therapeutics in initial public offerings;
  • representing the underwriters in the initial public offerings of Biotie Therapies, ChannelAdvisor, HubSpot, Imprivata, MacroGenics, ProQR Therapeutics and Zynerba Pharmaceuticals;
  • representing Achillion Pharmaceuticals, Activision Blizzard, Curis, Epizyme, Idera Pharmaceuticals, Intercept Pharmaceuticals, Karyopharm Therapeutics, Ophthotech, Sonus Networks and Tetraphase Pharmaceuticals in follow-on public offerings;
  • representing Akamai Technologies, Cimpress, The Medicines Company, PTC Therapeutics, Red Hat and WEX in Rule 144A placements of convertible note offerings; and
  • representing Analog Devices, Casella Waste Systems, Danaher, Discovery Communications, Hasbro, Staples, State Street and Thermo Fisher Scientific in public offerings of senior notes.

Mergers and Acquisitions: Our mergers and acquisitions experience ranges from counseling clients on public-public M&A transactions and related disclosure and fiduciary duty issues to the unique issues presented by acquisitions of venture-backed and private equity-backed companies. We also advise clients regarding hostile transactions and activist investors and represent investment banks serving as financial advisors in M&A transactions. In 2016, we advised clients on more than 75 M&A transactions with an aggregate value of approximately $50 billion, providing guidance in areas including corporate, securities, antitrust and tax. Since 2006, we have participated in more than 1,000 mergers and acquisitions with a total value in excess of $400 billion, ranging from sales of VC-backed companies to multibillion-dollar global mergers (learn more).

Representative experience includes:

  • Akamai Technologies' acquisitions of Prolexic Technologies for $403 million and Codemate for $107.5 million;
  • Analog Devices' acquisition of Hittite Microwave for $2.5 billion;
  • Booz Allen Hamilton's acquisition of the Defense Systems Engineering & Support division of ARINC for $154 million;
  • DirectEdge's acquisition by BATS Global Markets (undisclosed purchase price);
  • Durata Therapeutics' acquisition by Actavis for $760 million;
  • Gilt Groupe Holdings' acquisition by Hudson's Bay Company for $250 million;
  • LoopPay's acquisition by Samsung (undisclosed);
  • Palomar Medical Technologies' acquisition by Cynosure for $294 million;
  • Progress Software's acquisition of Telerik for $262.5 million;
  • Sanbolic's acquisition by Citrix Systems for $89.6 million;
  • The Medicines Company's acquisition of Rempex Pharmaceuticals for $474 million (including milestone payments), and in the sale of global portfolio of hemostasis products to Mallinckrodt for $410 million;
  • Thermo Fisher Scientific's sale of its cell culture, gene modulation and magnetic beads businesses to GE Healthcare for $1.06 billion;
  • TEI Biosciences' acquisition by Integra Life Sciences for $312 million; and
  • WEX's acquisition of Electronic Funds Source for $1.4 billion.

Public Company Counseling: With a team that includes former SEC senior staff members—among them a former Director of the SEC's Division of Corporation Finance—we offer a compelling combination of substantive knowledge and practical experience. Drawing on insights developed by serving as outside counsel to hundreds of US and non-US public companies, we provide timely, tailored and practical disclosure, compliance and corporate governance advice across industries. We advise on emerging governance and disclosure issues, SEC and stock exchange requirements, shareholder proposals, corporate governance policies, anti-takeover defenses and emerging best practices. In addition, we address interactions with activist shareholders, and handle matters involving the Sarbanes-Oxley Act, Dodd-Frank Act and JOBS Act. We routinely draft and review periodic reports, proxy statements and other documents filed with the SEC, as well as press releases and informal market communications, and assist clients in responding to SEC staff comment letters. We have extensive experience advising on compliance with Regulation FD, Regulation G, Schedule 13D/13G and Section 16 reporting requirements, and executive compensation disclosure. We have advised numerous boards and management teams on key governance issues, and serve as independent counsel to a number of audit committees.

Strategic Alliances, Joint Ventures and Licensing Transactions: Our lawyers—many of whom have backgrounds in computer engineering, biochemistry and other technical fields—negotiate agreements for clients across a broad spectrum of industries. We handle a high volume of complex joint ventures, strategic alliances, outsourcing, partnering and licensing transactions each year, many of which span international borders (learn more).

Our experience includes:

  • representing Ophthotech in its ex-US licensing and commercialization agreement with Novartis Pharmaceuticals, focused on the treatment of wet age-related macular degeneration. Under the agreement, Ophthotech granted Novartis exclusive rights to commercialize Ophthotech's lead product candidate, Fovista®, in markets outside the United States, while Ophthotech retained sole right to commercialize Fovista® in the United States;
  • representing Merrimack Pharmaceuticals in its exclusive license and collaboration agreement with Baxter International, Inc. for the development and commercialization of MM-398 (nanoliposomal irinotecan injection), a development-stage drug for pancreatic cancer, outside of the United States and Taiwan;
  • representing Vedanta Biosciences, Inc. in its license agreement with Janssen Biotech, Inc. for Vedanta's microbiome pharmaceutical candidate VE202. Under the agreement, Janssen will develop and seek to commercialize the pharmaceutical candidate in inflammatory bowel disease (IBD). Vedanta will receive an up-front payment and is eligible to receive development and commercialization milestone payments for an IBD indication up to a potential total of $241 million, plus possible additional consideration related to commercialization;
  • representing TiVo Inc. in a Build-Operate-Transfer M&A and outsourcing deal with Ness USA, Inc., in which TiVo contracted with Ness to create for TiVo a dedicated technology facility in Iasi, Romania, from which Ness will provide application development services to TiVo;
  • representing Broadcom Corporation in its acquisition of certain assets of Bandspeed, Inc. and in its concurrent settlement and patent license with Bandspeed, which ended patent litigation between the parties and provided Broadcom with a license to certain patents not purchased as part of the assets of Bandspeed; and
  • representing McGraw-Hill Education on a warehouse and facilities management outsourcing transaction with Genco.

Publications & News

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July 24, 2017

German Government Amends German Foreign Trade and Payments Ordinance to Widen Control of Foreign Takeovers of Critical German Companies

On July 12 the German federal government adopted important amendments to the German Foreign Trade and Payments Ordinance.

July 24, 2017

WilmerHale Represents Trevi Therapeutics in Securing $50M in Series C Financing

The WilmerHale deal team counseling Trevi Therapeutics was led by Stuart Falber and included Sam Rothberg and Cara Fonseca.

July 24, 2017

WilmerHale Reps Emergent BioSolutions in $96M Acquisition of GlaxoSmithKline Anthrax Drug

Emergent BioSolutions announced it would acquire a drug for treating inhaled anthrax from pharmaceutical giant GlaxoSmithKline in an all-cash deal worth up to $96 million.

July 20, 2017

LMG Life Sciences Recognizes WilmerHale in 13 Categories on 2017 Award Shortlist

In its annual recognition of the top law firms, lawyers and in-house counsel in the life sciences industry, LMG Life Sciences named WilmerHale to its 2017 award shortlist in 13 categories.

July 14, 2017

WilmerHale Represents Stash in Securing $40M in Series C Funding

Stash, a financial technology platform revolutionizing investment and financial literacy across the US, announced that it has raised $40 million in Series C funding.

July 11, 2017

Massachusetts Revokes Directive Requiring Remote Sellers to Collect Sales Tax

On June 28, 2017, the Massachusetts Superior Court issued a declaratory judgment ruling that Directive 17-1 was invalid because the DOR had not followed the notice and comment procedures applicable to agency regulations under the Massachusetts Administrative Procedure Act, M.G.L. c. 30A.

July 11, 2017

Staples, Inc. Enters Into Definitive Agreement to Be Acquired by Sycamore Partners for $10.25 per Share in Cash, or Approximately $6.9 Billion

Staples, Inc. and Sycamore Partners, a leading private equity firm, announced that they have entered into a merger agreement in which investment funds managed by Sycamore Partners will acquire Staples in a transaction that values Staples at an equity value of approximately $6.9 billion.

July 7, 2017

MKS Instruments Successfully Completes Third Repricing of Secured Term Loan

On July 6, 2017, MKS Instruments, Inc., a global provider of technologies that enable advanced processes and improve productivity, announced the third successful repricing of its existing secured term loan.

July 6, 2017

WilmerHale Represents Aileron Therapeutics in IPO

Aileron Therapeutics, Inc., a clinical-stage biopharmaceutical company developing a novel class of therapeutics called stapled peptides for cancers and other diseases, announced the pricing of its initial public offering.

July 6, 2017

WilmerHale Represents WEX Inc. in Successful Term Loan Repricing

WEX Inc., a leading provider of corporate payment solutions, announced a successful repricing of the secured term loans under its existing credit facility.

Recognition

  • American Lawyer - The 2017 Corporate Scorecard report ranked WilmerHale among the top five law firms handling IPOs for issuers based on the number of transactions in 2016
  • Best Lawyers in America - Recognized 101 WilmerHale partners, naming six "Lawyer of the Year" for 2017, including Steve Singer as New York Corporate Law "Lawyer of the Year" and Meredith Cross as Washington DC Securities/Capital Markets Law "Lawyer of the Year"
  • BioPharm Insight - Ranked WilmerHale among the top law firms in 2011 and 2012 for licensing and M&A, and also among the top four firms for M&A deals globally based on volume
  • Boston Business Journal and Mass High Tech - Named WilmerHale to the 2013 "Innovation All-Stars" List, an annual program that recognizes outstanding companies and individuals "whose products and services help our Innovation economy thrive"
  • Chambers Asia Pacific - Recognized our Beijing corporate practice in 2013 with a ranking in the category of Corporate/M&A: Highly Regarded (International Firms), and in 2012 and 2013 with a top ranking in the category of Corporate/M&A: International Law (China)
  • Chambers Global - Recognized 27 WilmerHale lawyers and 17 practice areas, including our life sciences practice, in their 2017 edition. Among those named "The World's Leading Lawyers for Business" were Mark Borden and Jay Bothwick for corporate/M&A; Steve Singer for life sciences; and Robert Finkel for outsourcing.
  • Chambers USA: America's Leading Lawyers for Business - Named our corporate practice among the best in 2012-2017, with sources saying that WilmerHale "is a great firm" and "for corporate and business development, they are at the top," "well equipped" with "outstanding quality at all levels." The 2017 edition of Chambers USA also ranked WilmerHale in the following regions and practices: Massachusetts and Washington DC for Corporate/M&A; Nationwide for Startups & Emerging Companies; and Massachusetts for Private Equity: Venture Capital Investment and Technology.
  • Corporate Board Member - In 2014 and 2016, WilmerHale was named to Top National Corporate Law Firms list, a comprehensive ranking of the top 25 firms in the nation. Results are based on law firm surveys and feedback from thousands of directors and general counsels.
  • Handelsblatt Best Lawyers named several WilmerHale lawyers from the Berlin and Frankfurt offices as "Best Lawyers" in Germany in the 2013-2016 editions
  • JUVE Handbook - A leading legal publication in Germany, named WilmerHale's Berlin and Frankfurt offices among its 2012/2013-2016/2017 "Top 50" law firms in Germany, and highly recommended our corporate and mergers and acquisitions practices
  • Lake Whillans - The Life Sciences Law Firm Index included WilmerHale among the top three best life sciences law firms (2016, 2017), as the top firm for startup work (2017), among the top 10 deal firms (2017), the top two patent law firms (2016) and top 10 firms for thought leadership (2016).
  • Law360 - Named WilmerHale a Technology Practice Group of the Year for 2016, an award recognizing the firm's key role in the significant matters that made headlines and changed the legal landscape within the past year. 
  • Practical Law Company (PLC) - In the PLC Cross-border Life Sciences Handbook 2011/2012, WilmerHale is listed as a leading law firm, the highest ranking possible, in the US for life sciences in corporate. WilmerHale also earned a place among the top ten law firms in PLC's 2012 Life Sciences Industry Super League.
  • Recombinant Capital - In four of the last eight years, WilmerHale worked on the biotech strategic alliance which was chosen for the Breakthrough Alliance Award
  • Super Lawyers - Our corporate lawyers are consistently recognized as "Super Lawyers" and "Rising Stars" in multiple jurisdictions
  • The Legal 500 Deutschland - Recommended WilmerHale in eight practice areas, including M&A: National Medium-Sized Deals (- € 500m) and Information Technology and Outsourcing: Privacy in the 2016 edition
  • The Legal 500 EMEA - Recommended WilmerHale in 10 practice areas, including corporate and M&A in 2012-2015
  • The Legal 500 UK - Recommended WilmerHale's London office in their 2016 edition in six practice areas, including corporate and commercial: financial services 
  • The Legal 500 United States - Recommended WilmerHale's mergers and acquisitions practice in the areas of antitrust, commercial deals and contracts, M&A middle-market, and venture capital and emerging companies in their 2010-2017 editions
  • The Legal 500 US Hall of Fame - Six WilmerHale partners were selected for inclusion in the inaugural Legal 500 US Hall of Fame. These partners, including Robert Finkel, have received constant praise by their clients and peers for continued excellence. 
  • U.S. News - Best Lawyers® - In the 2010-2017 "Best Law Firms" rankings, our corporate law, mergers and acquisitions and venture capital law practices were ranked in the first-tier nationally and in Boston, along with our corporate law practice also being ranked in the first-tier in New York and Washington DC. Our technology law practice was also ranked in the first-tier in Boston and in the second-tier nationally.

2017 Reports

WilmerHale's annual IPO, Venture Capital and M&A Reports offer insights into market conditions and provide comprehensive statistics and analysis that are hard to find elsewhere.

Our 2017 IPO Report offers a detailed IPO market review and outlook, plus useful market metrics and articles on topics of interest, including:

  • Rates of adoption of JOBS Act relief by emerging growth companies
  • The potential impact of the new presidential administration on policy and direction at the US Securities and Exchange Commission
  • Changes in the IPO process over the past two decades
  • The growing divide between the governance practices of IPO companies and established public companies
  • The profusion of recommended corporate governance best practices public companies are under pressure to adopt in the current environment
  • Multi-class capital structures
  • Tips for living with the IPO “quiet period”
  • New Securities Act exemptions that have expanded the pre-IPO financing toolkit
  • Post-IPO financing alternatives
  • The challenges and benefits of pursuing a dual track to liquidity

The 2017 Venture Capital Report offers an in-depth US venture capital market review and outlook, including industry and regional breakdowns, as well as a look at the following issues:

  • Steps startups should take now if they plan to secure a Series A round in 2017
  • Common structures for management carve-out plans
  • Best practices for private companies setting option exercise prices
  • The benefits of investing in qualified small business stock
  • Trends in venture capital financing terms, convertible debt terms and VC-backed company M&A deal terms

Our 2017 M&A Report provides a detailed global M&A market review and outlook, as well as insights on the following topics:

  • Takeover defenses for public companies
  • Key lessons for buyers and sellers considering earnouts
  • Recent developments in merger control regulation
  • Common interest privilege protection among deal parties
  • Special considerations in California M&A deals
  • Acquisition financial statement requirements for IPO companies
  • A comparison of deal terms in public and private acquisitions
  • Key terms and issues in sales of VC-backed companies

Each report also includes a center spread showcasing prominent recent transactions in each area and company counsel rankings from independent sources showing WilmerHale's preeminence as counsel in IPOs, VC financings and sales of VC-backed companies.

To request copies, contact the WilmerHale Client Development Department at  ClientDevelopment@wilmerhale.com or call +1 617 526 5600.