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, 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 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;
- 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.