Michael G. O'Bryan

Partner

San Francisco, (415) 268-6352

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Education

University of Michigan (B.A., 1983)
;
Harvard Law School (J.D., 1988)

Practices

Corporate

Mergers + Acquisitions

Public Companies Counseling + Compliance

Bar Admissions

California

Michael O'Bryan is a partner in the firm's Corporate Department. His practice focuses on U.S. and international mergers, acquisitions, divestitures and other strategic transactions, including "going private" and other related party transactions. He has been involved in more than 350 M&A transactions, advising companies, boards and special committees, as well as investment banks, in both negotiated and contested transactions. Mr. O'Bryan has worked extensively with clients across a variety of industries, including in technology, software, telecommunications, internet, consumer, and healthcare / life sciences sectors.

Mr. O'Bryan is recognized in Who's Who Legal - The International Who's Who of Mergers & Acquisitions Lawyers. He is also recommended as a leading lawyer by Chambers USA 2012 and 2013, Legal 500 US 2012 and 2013, Best Lawyers In America 2013 and Super Lawyers since 2009.

Prior to moving to San Francisco, Mr. O'Bryan worked in the Firm's Tokyo office for four years. Prior to joining Morrison & Foerster, he worked at a Japanese law firm for two years, concentrating on cross-border transactions.

Mr. O'Bryan is an active member of the American Bar Association's M&A Committee and its Subcommittees on Public Company Acquisitions and Private Equity, where he serves as the chair and editor of the Annual Survey of M&A Cases, as the co-chair of the Tender Offer Agreement Task Force, and on the editorial board for the Model Public Company Merger Agreement. He also serves on the Thomson Reuters Accelus Business Law Partner Advisory Board. Mr. O'Bryan is the author or co-author of numerous articles, and speaks regularly, on M&A and related topics, such as "Retaining your Investment Banker in the Aftermath of the Del Monte Litigation," "Delaware Court Upholds Airgas Poison Pill Defense," "Changes in Poison Pill Terms," "Hostile Takeovers and Shareholder Activism," "Keeping Up with Good Faith; Minimizing the Risk of Personal Liability," and "Shareholder Merger Litigation Against Public Companies." He was the co-chair of the 2010 Western M&A Forum (Thomson Reuters/West).

Mr. O'Bryan received B.A. degrees in history and economics, with highest distinction and high honors, from the University of Michigan. He received his J.D. degree, cum laude, from Harvard Law School, where he was an editor of the Harvard International Law Journal. He serves on the executive committee of the board of directors of the Japan Society of Northern California.

Representative transactions handled by Mr. O'Bryan appear below. To view a more complete list see Matters.

Tsinghua Unigroup’s Acquisition of Spreadtrum Communications

Represented Tsinghua Unigroup, in its $1.8 billion acquisition of Shanghai-based fabless IC developer Spreadtrum, one of China’s leading semiconductor companies.

Altera's Acquisition of Enpirion

Represented Altera Corporation, in its $141 million acquisition of power conversion systems-on-chip (PowerSoCs) provider Enpirion, Inc.

99 Cents Only Stores in a Going Private Transaction

Represented the Special Committee of 99 Cents Only Stores, in a $1.6 billion “going private” transaction.

Sonic Solutions' Acquisition by Rovi

Represented Sonic Solutions, in its $720 million acquisition by Rovi Corporation.

Intel's Acquisition of McAfee

Represented Intel Corporation, in its $7.7 billion acquisition of McAfee, Inc., the world's largest dedicated security technology company.

Astellas' Acquisition of OSI Pharmaceuticals

Represented Astellas Pharma Inc., Japan's second largest pharmaceutical company, in its $4 billion acquisition of OSI Pharmaceuticals, the first completed unsolicited tender offer by a Japanese company in the U.S.

VMware's Acquisition of Integrien

Represented VMware, a global leader in virtualization and cloud infrastructure, in its acquisition of Integrien, a leader in real time application and infrastructure performance analytics software.

Fortunet Going Private Transaction

Represented the special committee of Fortunet, Inc., in its acquisition by its majority shareholder.

Hurray's Acquisition by Shanda Interactive

Represented Hurray! Holding Co., Ltd., a leader in artist development, music production, and wireless music distribution, in its acquisition by Shanda Interactive Entertainment Ltd., an interactive media company in China via tender offer.

Mentor's $1.1 Billion Acquisition by Johnson & Johnson

Represented Mentor Corporation in its $1.1 billion merger with Johnson & Johnson.

Credence's Merger with LTX

Represented Credence Systems Corporation, in its merger of equals with LTX Corporation, both providers of automated test equipment for the worldwide consumer semiconductor industry.

Astellas' Unsolicited Offer for CV Therapeutics

Represented Astellas Pharma Inc., in a $1 billion unsolicited cash bid for CV Therapeutics, Inc., a biopharmaceutical company focused on the development and commercialization of drugs for the treatment of cardiovascular disease.