Over the past five years, Cooley has handled more than 400 mergers and acquisitions (M&A) transactions, ranging in size from less than $4 million to more than $4 billion, making ours one of the most active M&A practices.
We represent all categories of participants in transactions, including buyers, sellers, major stockholders, lenders, financial advisors, management, special board committees, venture capitalists, individual investors, private equity funds, hedge funds and others.
Our M&A lawyers, strengthened by the firm's access to global legal resources, are experienced in domestic and cross-border mergers and acquisitions, dispositions, joint ventures, and strategic investments. We have represented a large number of multinational corporations with regard to their entry into Chinese markets in a wide variety of sectors in China.
Key Facts/Differentiators
- Top ten among all U.S. law firms for deals completed in the first half of 2011 as counsel to principals
- 141 transactions in 2011
- 84 transactions in 2010
Areas of Practice: Structuring M&A Transactions
- Mergers, stock purchases, asset purchases and stock swaps
- Tender and exchange offers
- Reorganizations, re-incorporations and restructurings
- Spin-offs and roll-ups
- Leveraged buyouts
- Auction processes
- Going private transactions
- Joint ventures
- Purchases and sales of minority and controlling stock positions
- Stockholder rights plans (poison pills) and other defensive measures
- Organizing pre-acquisition due diligence investigations of acquisition candidates
Areas of Practice: Negotiating and Drafting Acquisition Agreements and Related Documents
- Letters of intent, confidentiality agreements and exclusivity agreements
- Definitive merger agreements, share purchases or share exchange agreements and asset purchase agreements and related offering, information or disclosure documents
- Consulting and noncompetition agreements
- Employment agreements (including golden parachutes), severance plans, stock option plans and other incentive plans
- Engagement agreements with investment banking firms
- Voting and standstill agreements
- Loan agreements, security agreements and other financing documents
Representative Matters
- Represented Zynga in its acquisition of OMGPOP
- Represented OpenFeint in its sale to GREE International for $104 million
- Represented Micromet in its sale to Amgen for $1.16 billion
- Represented Cavium Networks in is acquisition of Celestial Semiconductor, a privately-held company based in Beijing, for $55 million
- Represented Telegent Systems in its sale to Shanghai-based Spreadtrum Communications
- Represented OpenFeint in its sale to GREE International, a publicly traded software company based in Tokyo, for $104 million
- Represented the investors of Plexxikon during the $935 million sale to Tokyo-based Daiichi Sankyo
- Represented Ybrant Digital, an Indian digital marketing company, in its acquisition of Lycos, based in Seoul, South Korea, for $36 million
- Represented Singapore-based tenCube in its sale to McAfee
- Represented Icebreaker in its sale to DeNA, a Japanese social netowrking company
- Represented IDM Pharma in its sale to an Osaka-based division of Takeda Pharmaceuticals for $66 million
- Represented Applied Materials Inc. in the following acquisitions:
- Assets from UMS, a parts cleaning business based in Suzhou, China
- Assets from UMS Solutions Pte Ltd, a parts cleaning business based in Singapore
- Represented Adema Technologies in its sale to E-TON Group, a Taiwanese publicly listed company
- Represented Continuous Computing Corporation, a provider of high-availability platform solutions headquartered in San Diego, CA, in its asset acquisition from UP Technologies Ltd., a Chinese company headquartered in Beijing
- Represented Daikin Industries, Ltd., a privately held company based in Japan, in the sale of one of its divisions to Sonic Solution
- Represented eBay Inc. in the following acquisitions:
- EachNet, a privately held online marketplace based in Shanghai, China
- Baazee, a privately held online auction company based in India
- GMarket Inc., a publicly traded leading online marketplace based in Korea
- Represented First Virtual Communications, Inc. in the acquisition of FVC.COM (Asia) Limited, a privately held group in Hong Kong and Singapore
- Represented iCelerate, Inc.. a global IT services firm in its acquisition of iMergent Technologies Private Limited, a privately held software development company based in India
|