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

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

Conahan, Joseph B.

Joseph B. Conahan

Partner

+1 617 526 6317 (t)

joseph.conahan@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 3,000 venture financings with total proceeds in excess of $30 billion since 2004. In 2015 alone, we served as counsel in more than 250 venture financings raising nearly $5 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 2015, 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 $20 billion. Since 2004, we have served as counsel in more than 500 public offerings and Rule 144A placements raising a total of approximately $200 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, Concert Pharmaceuticals, 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 2015, we advised clients throughout the United States and Europe on more than 75 M&A transactions providing guidance in areas including corporate, securities, antitrust, intellectual property and tax. Since 2004, we have participated in more than 1,200 mergers and acquisitions with a total value in excess of $500 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;
  • Staples' acquisition of Office Depot for $6.3 billion (pending);
  • 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 (pending).

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 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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December 2, 2016

Civis Analytics Raises $22 Million in Series A Funding Led by Drive Capital

Partner Peter Buckland and Associate Jessica Wade represented Civis in this transaction.

December 2, 2016

Thomas White Appointed to Financial Accounting Standards Advisory Council

The FASAC is responsible for advising the Financial Accounting Standards Board (FASB) on strategic issues, project priorities, and other matters that affect accounting standard setting.

November 29, 2016

The Tough Questions You Must Discuss Before You Take the Money

Dave Gammell, in this article published by Xconomy, explains why before taking money, entrepreneurs need to be forthright about where they stand on the key issues that can derail a promising venture and devastate a partnership.

November 22, 2016

Brexit: Implications for State Aid/Control of Subsidies

A future Brexit is likely to have significant potential impact on the monitoring and control of subsidies or other forms of aid granted by the UK and/or the remaining EU-27 to individual companies or entire sectors of industry, or to promote specific policies.

November 16, 2016

Spoiler Alert Raises $2.5M in Seed Round to Take on Nation’s $220B Food Waste Problem

Spoiler Alert, a Boston-based startup whose technology platform helps food businesses manage their unsold inventory and increase food access, announced the close of a $2.5 million seed round.

November 11, 2016

WilmerHale Advises Memorial Sloan Kettering, The Rockefeller University and Weill Cornell Medicine in Establishment of Bridge Medicines

Memorial Sloan Kettering Cancer Center, The Rockefeller University and Weill Cornell Medicine announced that they established a new drug discovery company called Bridge Medicines.

November 9, 2016

WilmerHale Reps Hilton Special Committee in $6.5B Investment by HNA Group

The WilmerHale deal team was led by Partner Mark Borden and included Partners Jay Bothwick, Julie Hogan Rodgers, Bill Caporizzo, Erika Robinson, Jonathan Wolfman, Hartmut Schneider, Ben Powell, Jason Chipman; Counsel Eric Hanson; and Associate Cynthia Moon.

November 8, 2016

JUVE Ranks WilmerHale Lawyers and Practice Areas in Germany

The recommendations are selected by JUVE based on interviews with clients, lawyers and academics that assess a respective law firm's legal excellence, strategic direction, service orientation and future potential.

November 8, 2016

WilmerHale Reps Infinity Pharma in $28M Licensing Agreement with Verastem

The WilmerHale deal team was led by Partners Belinda Juran and Steven Singer and included Associate Alex Civetta.

November 7, 2016

FTC/DOJ Guidance to Human Resource Professionals—Enforcement Scrutiny of Employment-Related Conduct

Last month, the Federal Trade Commission (FTC) and Department of Justice (DOJ) issued their Antitrust Guidance for Human Resource Professionals.

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 26 WilmerHale lawyers and 15 practice areas, including our life sciences and outsourcing practices, in their 2016 edition. Among those named "The World's Leading Lawyers for Business" were Mark Borden for corporate/M&A; Steve Singer for life sciences; Robert Finkel for outsourcing; and Robert Schwed for private equity.
  • Chambers USA: America's Leading Lawyers for Business - Named our corporate practice among the best in 2012-2016, 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 2016 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 Whillians - Named among the top three Best Life Sciences Law Firms for 2016 in the inaugural Life Science Index, which identifies law firms that are the most active and relevant for life science companies.
  • 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 - Twenty-two of our corporate lawyers were recognized as 2015 "Super Lawyers," including eight "Rising Stars" in their 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 2010-2016 editions
  • 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.

2016 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 2016 IPO Report offers a detailed analysis of, and outlook for, the IPO market, plus useful IPO market metrics. We look at rates of adoption of JOBS Act relief by emerging growth companies, and recent FAST Act amendments that further streamline the IPO process. We examine the growing divide between the corporate governance practices of IPO companies and established public companies, the guideposts to permissible research analyst activities, and hot topics in SEC staff review of Form S-1 registration statements. Other highlights include a Q&A with former SEC Corp Fin Director and current WilmerHale Partner Meredith Cross and updates on the SEC's renewed enforcement focus on financial reporting, D&O liability in IPOs, and what IPO companies should know about Section 162(m) of the Internal Revenue Code.

The 2016 Venture Capital Report provides an in-depth analysis of, and outlook for, the US and European venture capital markets. The report features industry and regional breakdowns, and a look at trends in venture capital financing, convertible debt and VC-backed company M&A deal terms. We also highlight two new funding techniques that have expanded the pre-IPO financing toolkit; five common mistakes made by fledging entrepreneurs; and four things you need to know about doing business in California.

Our 2016 M&A Report offers 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 public company deal litigation; practical guidance on avoiding antitrust violations in pre-merger integration planning; a look at what buyers need to know about appraisal claims in private company mergers; and a survey of 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 a hard copy of any of the reports, contact the WilmerHale Client Development Department at ClientDevelopment@wilmerhale.com or call +1 617 526 5600.