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

Co-Chair, Energy and Cleantech 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

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

Coates, Sam

Samuel S. Coates

Partner

+1 650 858 6000 (t)

samuel.coates@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. We have handled more than 2,750 venture financings raising approximately $30 billion since 2004. In 2014 alone, we served as counsel in more than 300 venture financings raising in excess of $8 billion (learn more).

Our recent experience includes:

  • Altiostar Networks’ $70 million fourth round
  • Ataxion’s $17 million first round
  • Avogy’s $40 million second round
  • Cool Planet Energy Systems’ $100 million fourth round
  • CounterTack’s $20 million second round
  • Green Biologics’ $42 million third round
  • Rethink Robotics’ $26.6 million fourth round
  • Syntimmune’s $28 million first round
  • Syros Pharmaceuticals’ $53 million second round
  • 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 2014, we advised leading companies in life sciences, technology, financial services, communications and other industries on more than 50 public offerings and Rule 144A placements raising approximately $13 billion. Since 2004, we have served as counsel in nearly 500 public offerings and Rule 144A placements raising more than $150 billion (learn more).

Our recent experience includes:

  • Representing Agios Pharmaceuticals, Demandware, Endurance International, Ocular Therapeutix, PTC Therapeutics, Spark Therapeutics, Summit Therapeutics and WhiteWave Foods in initial public offerings
  • Representing the underwriters in the initial public offerings of ChannelAdvisor, HubSpot, Imprivata, MacroGenics and ProQR Therapeutics
  • Representing Achillion Pharmaceuticals, Activision Blizzard, Epizyme, Intercept Pharmaceuticals, Karyopharm Therapeutics, Ophthotech, Sonus Networks and Tetraphase Pharmaceuticals in follow-on public offerings
  • Representing Akamai Technologies, Cimpress, The Medicines Company, Pacira Pharmaceuticals, Red Hat and WEX in Rule 144A placements
  • Representing Analog Devices, 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 2014, we advised clients in M&A transactions with an aggregate value in excess of $50 billion, providing guidance in areas including corporate, securities, antitrust, intellectual property and tax. Since 2004, 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’ acquisition of Prolexic Technologies for $403 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
  • NaturalMotion’s acquisition by Zynga for $527 million
  • Palomar Medical Technologies’ acquisition by Cynosure for $294 million
  • Staples’ acquisition of Office Depot for $6.3 billion (pending)
  • The Medicines Company’s acquisition of Rempex Pharmaceuticals for $474 million (including milestone payments)
  • Thermo Fisher Scientific’s sale of its cell culture, gene modulation and magnetic beads businesses to GE Healthcare for $1.06 billion
  • TransUnion’s acquisition of TLO for $154 million

Public Company Counseling: With a team that includes former SEC senior staff members—among them the most recent 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 recent 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.
  • Representing McGraw-Hill Education on a warehouse and facilities management outsourcing transaction with Genco.

Representative Clients

Our clients, which span diverse industries, include:

  • Agios Pharmaceuticals
  • Akamai Technologies
  • Amdocs
  • Analog Devices
  • Danaher
  • Discovery Communications
  • Hasbro
  • Intercept Pharmaceuticals
  • Panera Bread
  • PerkinElmer
  • PTC Therapeutics
  • Red Hat
  • Staples
  • State Street
  • Thermo Fisher Scientific

Publications & News

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June 1, 2015

WilmerHale Partners Recognized as Outstanding Women Lawyers by The National Law Journal

WilmerHale congratulates Partners Susan Murley, Jamie Gorelick and Sharon Cohen Levin for being named to The National Law Journal’s (NLJ) inaugural list of Outstanding Women Lawyers.

May 19, 2015

WilmerHale Practices, Lawyers Ranked Among Nation’s Best by Chambers USA

Chambers USA: America's Leading Lawyers for Business announced its final rankings for the 2015 edition, with WilmerHale ranking among the nation's best in 46 practice area categories. Chambers also ranked 86 WilmerHale attorneys as leaders in their respective fields.

May 15, 2015

NDAs, Confidentiality Provisions And How To Make Sure Your IP Stays Yours

An article by Ariel Soiffer, published by TechCrunch on May 15, 2015.

May 6, 2015

Selected 2015 Strategic Alliances, Joint Venture and Licensing Transactions

Our corporate, licensing, intellectual property and regulatory lawyers regularly handle a high volume of strategic alliance, joint venture, licensing, collaboration, product development, outsourcing, manufacturing, distribution and similar agreements, including many significant deals that are helping to shape the future of science and technology.

May 6, 2015

Selected 2015 Technology Transactions

For more than four decades, we have represented technology clients in venture capital financings, public offerings, and mergers and acquisitions; handled their licensing, outsourcing, services, joint venture, development and distribution transactions throughout the world; protected their innovations through patent prosecution and portfolio development; defended their interests in enterprise-critical patent litigation; and navigated regulatory issues vital to their success.

May 6, 2015

Selected 2015 Life Sciences Transactions

Recognized both globally and nationally as a leading life sciences practice, WilmerHale has four decades of experience representing biotechnology, pharmaceutical and medical device companies at all stages of growth, as well as venture capitalists and investment banks.

May 1, 2015

SEC Adopts Rules to Implement Regulation A+, Providing New Avenue for Capital Formation

On March 25, 2015, the Securities and Exchange Commission adopted amendments to Regulation A pursuant to Section 401 of the Jumpstart Our Business Startups Act for offers and sales of up to $50 million of securities annually. Regulation A+ creates two tiers of offerings that are exempt from registration under the Securities Act of 1933.

April 28, 2015

SEC Applies Whistleblower Interference Rule to Corporate Confidentiality Requirement

On April 1, the US Securities and Exchange Commission issued—in a settled administrative proceeding—a cease-and-desist order in In the Matter of KBR, Inc., directing that the respondent cease violating Commission Rule 21F-17(a).

April 16, 2015

WilmerHale Expands Life Sciences and Emerging Company Practices in Silicon Valley with New Partner

WilmerHale is pleased to welcome Samuel Coates as a partner in the Palo Alto office. Mr. Coates joins the firm as a member of the Corporate, Emerging Company and Life Sciences Practice Groups.

April 10, 2015

Tax Time Alert: Key Things to Know About Founders Preferred Stock

An article by John Demeter published to Xconomy on April 10, 2015.

Recognition

  • Best Lawyers in America – Recognized nearly 100 WilmerHale partners, naming nine "Lawyer of the Year" for 2015, including Mark Borden as Boston Corporate Law "Lawyer of the Year" and Steve Singer as New York Mergers and Acquisitions "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 32 WilmerHale lawyers and 17 practice areas, including our life sciences and outsourcing practices, in their 2015 edition. Among those named "The World's Leading Lawyers for Business" were Mark Borden and David Redlick for corporate/M&A; Sarah Rothermel for investment funds: private equity: fund formation; David Redlick and Steve Singer for life sciences: corporate/commercial; Robert Finkel for outsourcing; and Robert Schwed for private equity: buyouts.
  • Chambers USA: America's Leading Lawyers for Business – Named our corporate practice among the best in 2012, 2013, 2014 and 2015, with sources saying "for corporate and business development, they are at the top" and "superb" with "outstanding quality at all levels," and "they're well equipped and do a stellar job." The 2015 edition of Chambers USA also ranked WilmerHale in the following regions and practices: Massachusetts and Washington DC for Corporate/M&A; Nationwide for Investment Funds: Venture Capital; and Massachusetts for Private Equity: Fund Formation, Private Equity: Venture Capital Investment and Technology.
  • Corporate Board Member – In 2014, WilmerHale was named to "America's Top 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.
  • JUVE Handbook – A leading legal publication in Germany, named WilmerHale's Berlin and Frankfurt offices among its 2012/2013 and 2013/14 "Top 50" law firms in Germany, and highly recommended our corporate and mergers and acquisitions practices
  • 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.
  • Practical Law Company (PLC) – In the PLC Private Equity/Venture Capital Handbook 2009/10 recognized WilmerHale as a leading law firm in the areas of private equity and venture capital. The firm was listed as "leading," the highest ranking possible in Fund Formation and Venture Capital. PLC individually recognized Sarah Rothermel in the fund formation category and Mark Borden and Michael Bain in the venture capital category.
  • 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 – Twenty-one of our Massachusetts-based corporate lawyers were recognized in Boston Magazine's 2008 issue as "Massachusetts Super Lawyers"
  • The Legal 500 EMEA – Recommended WilmerHale's Brussels, Berlin and Frankfurt offices in 10 practice areas, including corporate and M&A in 2012 and 2013
  • The Legal 500 UK – Recommended WilmerHale's London offices in their 2013 edition in 10 practice areas, including corporate and commercial: financial services; corporate and commercial: M&A; and corporate and human resources: employee share schemes
  • The Legal 500 United States – Recommended WilmerHale's mergers and acquisitions practice in the areas of antitrust, M&A middle-market, and venture capital and emerging companies in their 2010, 2011, 2012 and 2013 editions
  • U.S. News - Best Lawyers® – In the 2010-2015 "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, New York and Washington DC. Our technology law practice was also ranked in the first-tier nationally and in Boston.

2015 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  2015 IPO Report offers a detailed analysis of, and outlook for, the IPO market. The report features regional breakdowns, useful IPO market metrics, an update on the rates of adoption of various elements of JOBS Act relief available to emerging growth companies, and helpful tips on how to keep your directed share program company-friendly. We examine the pros and cons of employee stock purchase plans; review various SEC, stock exchange and other considerations around director independence; address key areas of regulatory diligence for companies going public; and offer a helpful walk-through of the process of SEC review of Form S-1 registration statements in the lead-up to an IPO.

The  2015 Venture Capital Report offers an in-depth analysis of, and outlook for, the US and European venture capital markets. The report features industry and regional breakdowns; an analysis of trends in venture capital financing, convertible debt and VC-backed company M&A deal terms; and a look at important considerations for startup founders weighing the costs, benefits and optimal timing for company incorporation.

Our  2015 M&A Report contains a detailed review of, and outlook for, the global M&A market. Other highlights include a comparison of deal terms in public and private acquisitions, updates on takeover defenses and the current climate around proxy access, and a look at the use of social media by public companies and activist shareholders in contested situations. We also examine recent trends in merger control, discuss lessons from Cigna v. Audax for sales of VC-backed companies structured as mergers, address the challenges posed by pre-IPO acquisitions, and survey key terms 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 a hard copy of any of the reports, contact the WilmerHale Client Development Department at ClientDevelopment@wilmerhale.com or call +1 617 526 5600.