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:

  • Accion Systems, a space technology startup led by MIT graduates, in raising $7.5 million in Series A funding;
  • Altiostar Networks, a company providing solutions for the mobile broadband industry, in its $60 million venture capital financing;
  • Andela Inc., a startup that identifies the most talented individuals in Africa, shapes them into world-class developers and pairs them with the world's leading tech companies, in its $24 million Series B funding round;
  • Aushon BioSystems, a global provider of protein biomarket measurement and analysis products and services, in its initial closing of a $6.14 million Series C financing;
  • Bark & Co., the company behind BarkBox, in raising $60 million in new funding;
  • Blue Apron, a meal delivery service that provides customers with pre-portioned meals, in its $135 million fourth round financing;
  • Civis Analytics, a leader in data science software and services, in its $22 million Series A funding round;
  • Dedrone, an automated software-based drone detection platform, in its $10 million Series A funding and $15 million Series B funding;
  • Kala Pharmaceuticals, Inc., a clinical-stage pharmaceutical company focused on developing innovative ophthalmic products, in the closing of a $68 million Series C preferred stock financing;
  • Kite Hill, a brand that makes plant-based cheeses, yogurts, cream cheese-style spreads and other dairy analogue products, in an $18 million funding round;
  • Nearpod, an education tech startup, in its $21 million Series B funding round;
  • Quilt, a venture offering self-service online insurance products, in raising $3.25 million in seed funding;
  • Soft Robotics, a robotics company designing pneumatic grippers and control systems to automate bin picking, order fulfillment and other material handling tasks, in its initial $3 million tranche of its Series A financing;
  • The Muse, an online career resource, in the closing of a $16 million round of financing;
  • TransMedics, Inc., a medical technology company dedicated to improving quality, assessing viability and increasing the utilization of donor organs for transplantation, in its closing of $51.2 million growth equity financing;
  • UNTUCKit, a leading direct-to-consumer apparel brand, in raising $30 million in new funding;
  • WorkMarket, an online platform and marketplace for businesses to manage consultants, in the closing of a $25 million Series D financing; and
  • Zaius, a CRM built for the scale and velocity of business-to-consumer markets, in its closing of an $8 million investment.

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 Acacia, Editas Medicine, Spring Bank and Syros Pharmaceuticals in initial public offerings;
  • representing the underwriters in the initial public offerings of Adaptimmune Therapeutics, Biotie Therapies, ChannelAdvisor, HubSpot, Imprivata, MacroGenics, ProQR Therapeutics and Zynerba Pharmaceuticals;
  • representing Acacia, Agios Pharmaceuticals, Argos Therapeutics, Catabasis Pharmaceuticals, Epizyme, Franklin Street Properties, Idera Pharmaceuticals, Infinity Pharmaceuticals, Karyopharm Therapeutics, Ocular Therapeutix, Spark Therapeutics, Tetraphase Pharmaceuticals and Zynerba Pharmaceuticals in follow-on public offerings;
  • representing Akamai Technologies, Bottomline Technologies, Cimpress, Medtronic, Pacira, PTC Therapeutics, Red Hat and WEX in Rule 144A placements of convertible note offerings; and
  • representing Analog Devices, Danaher, Discovery Communications, Fortive, Intercept Pharmaceuticals, PerkinElmer, 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 Codemate for $107.5 million, Prolexic Technologies for $403 million and Soha Systems for $60 million;
    Analog Devices' acquisition of Linear Technology for $14.8 billion and Hittite Microwave for $2.5 billion;
  • AS&E's acquisition by OSI Systems for $269 million;
  • ASICS Corporation's acquisition of FitnessKeeper (undisclosed);
  • Barclays' sale of US wealth and investment management business to Stifel Financial Corporation (undisclosed);
  • Booz Allen Hamilton's acquisition of the software services business of SPARC (undisclosed);
  • Cumberland Farms' sale of Gulf Oil business to ArcLight Capital Partners (undisclosed);
  • Cynosure's acquisition by Hologic for $1.6 billion;
  • Danaher Corporation's acquisition of Phenomenex (undisclosed);
  • Demandware's acquisition by salesforce.com for $2.8 billion;
  • Durata Therapeutics' acquisition by Actavis for $760 million;
  • Endurance International Group's acquisition of Ace Data Centers for $73.3 million;
  • First Marblehead Corporation's acquisition by FP Resources USA for $65.5 million;
  • Gilt Groupe Holdings' acquisition by Hudson's Bay Company for $250 million;
  • Hilton Worldwide Holdings' sale of a 25% equity interest by Blackstone to HNA Tourism Group for $6.5 billion;
  • Kronos' acquisition of Empower Software (undisclosed);
  • MetaMind's acquisition by salesforce.com for $32.4 million;
  • Micro Focus' acquisition of Serena Software for $540 million;
  • Millennium Pharmaceuticals' $125 investment in Maverick Therapeutics and related collaboration and option to acquire for an undisclosed amount;
  • MKS Instruments' acquisition of Newport Corporation for $980 million;
  • Munchkin's acquisition of Milkmakers (undisclosed);
  • Orbitera's acquisition by Google (undisclosed);
  • Oxitec's acquisition by Intrexon Corporation for $160 million;
  • PAREXEL International Corporation's acquisition of ExecuPharm for $135 million;
  • PerkinElmer's sale of medical imaging business to Varian Medical Systems for $276 million;
  • Progress Software's acquisition of Telerik for $262.5 million;
  • Red Hat's acquisition of 3scale for $29.1 million;
  • REDI Holdings' acquisition by Thomson Reuters (undisclosed);
  • Staples in its acquisition by Sycamore Partners for $6.9 billion;
  • Thermo Fisher Scientific's acquisition of Alfa Aesar research chemicals business of Johnson Matthey for approximately $405 million and the sale of its cell culture, gene modulation and magnetic beads businesses to GE Healthcare for $1.06 billion;
  • The Medicines Company's sale of global portfolio of hemostasis products to Mallinckrodt for $410 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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September 22, 2017

WilmerHale Named Finalist for Deal of the Year by The M&A Advisor

The M&A Advisor has named WilmerHale as a finalist for the Deal of the Year award in the following categories: Information Technology (from $10M-$50M), Corporate/Strategic (from $25M-$50M), and M&A (from $25M-$50M) for its representation of Analog Devices in the sale of Cyber Security Solutions business of Sypris Electronics LLC to Analog Devices, Inc.

September 19, 2017

LMG Life Sciences Names WilmerHale Life Cycle Firm of the Year and Lisa Pirozzolo General Patent Litigator of the Year

Lawyers from across the United States and Canada gathered on September 13 at the Essex House in New York to celebrate the annual LMG Life Sciences Awards, recognizing the 2017 top firms and legal professionals in the life science industry.

September 18, 2017

EU to Establish a Framework for Screening Foreign Direct Investment

On September 13, 2017, the European Commission issued a proposal for a Regulation establishing a framework for screening foreign direct investment in the European Union.

September 16, 2017

When to Let Your Competitors Be Your Investors

Partner Joshua Fox, in this guest article published by VentureBeat, discusses the benefits and risks of entrepreneurs seeking capital from competitors, also known as “strategic investors.”

September 1, 2017

New Policies on China's Overseas Investments

The Opinions divide China's outbound investments by sector into “encouraged,” “restricted” and “prohibited” categories, providing a clearer and more authoritative regulatory framework for regulation of overseas investments by Chinese companies. This WilmerHale Client Alert was also published in Law360 on September 12, 2017.

August 30, 2017

WilmerHale Reps Apellis Pharmaceuticals in $60 Million Series E Financing

Apellis Pharmaceuticals, Inc., a clinical-stage biopharmaceutical company developing a platform of novel therapeutic compounds for the treatment of autoimmune diseases, announced the closing of a $60 million Series E preferred stock financing.

August 23, 2017

WilmerHale Reps SnapApp in Raising $10.2M Series B Funding Round

SnapApp, provider of the leading SaaS platform used by B2B marketers to create, publish, and measure interactive content, announced that it has closed $10.2 million in additional funding from its principal investor, Providence Strategic Growth.

August 22, 2017

China's State Council Announces Promotion of Foreign Investment Growth

On August 8, China's State Council published the Notice on Promotion of Foreign Investment Growth (Guo Fa [2017] No. 39).

August 14, 2017

Massachusetts Issues Proposed Regulations Requiring Remote Sellers to Collect Sales Tax

We previously reported to you that the Massachusetts Department of Revenue (DOR) had revoked Directive 17-1 requiring the collection of Massachusetts sales and use taxes by Internet vendors that meet certain sales thresholds in Massachusetts. The DOR has now issued proposed regulations substantially similar to Directive 17-1.

August 14, 2017

WilmerHale Counsels Investors Abingworth Bioventures and Atlas Venture in IFM Therapeutics Acquisition by Bristol-Myers Squibb

Bristol-Myers Squibb Company and IFM Therapeutics announced that the companies have signed a definitive agreement under which Bristol-Myers Squibb will acquire all of the outstanding capital stock of IFM Therapeutics, a venture-backed biotech company focused on developing therapies that modulate novel targets in the innate immune system to treat cancer, autoimmunity and inflammatory disorders.

Recognition

  • American Lawyer - WilmerHale's representation of Hilton Worldwide Holdings in their $6.5 billion investment by HNA Group was selected as 2017 Global Finance Deal of the Year under the Acquisition Finance category
  • 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 107 WilmerHale partners for 2018, naming nine as "Lawyers of the Year," including Amy Null as Boston Employee Benefits Law Lawyer of the Year, Steve Singer as New York Corporate Law Lawyer of the Year, David Westenberg as Boston Technology Law Lawyer of the Year and Jonathan Wolfman as Corporate Governance Law Lawyer of the Year. 
  • 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 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 provides "excellent service and quality advice and representation." 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. 
  • 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. 
  • Thomson Reuters Allicense  - In four of the last eight years, WilmerHale worked on biotech strategic alliances that were nominated for the Breakthrough Alliance Award
  • 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.