Mergers and Acquisitions/Private Equity

• GESD Capital Partners: Represented private equity firm GESD Capital Partners, through its new portfolio wine company Ascentia, in the acquisition of eight top California and Northwest wineries for more than $200 million from the world's largest winemaker and beverage alcohol importer, Constellation Brands.
• Sumitomo Heavy Industries and TPG: Represented a consortium of Sumitomo Heavy Industries and Texas Pacific Group in an unsolicited proposal to buy semiconductor equipment maker Axcelis Technologies Inc. (Nasdaq: ACLS) for about $640 million with debt. Successful in securing for our clients the ability to conduct diligence and negotiate with target board.
• Clearwire Corporation: Represented Eagle River, Inc., a controlling investor in Clearwire Corporation, an innovative wireless communications company developing next-generation wireless broadband technology called WiMAX, in a deal with Sprint Nextel Corporation, Intel Corporation, Google, Inc., Comcast Corporation, Time Warner Cable Inc., and Bright House Networks to create a new joint venture valued at approximately $14.5 billion.
• The Clorox Company/Burt's Bees: Represented The Clorox Company in its $950 million all-cash acquisition of Burt's Bees, a leader in natural personal care consumer products.
• ADESA/Kelso: Represented ADESA (NYSE: KAR) in its acquisition by a consortium of private equity funds and related combination with Insurance Auto Auctions in a transaction valued at $3.7 billion.
• Thomson S.A./Technicolor: Represented Thomson (NYSE: TMS) in its cross-border acquisition of Technicolor from Carlton Communications for $2.1 billion of cash and stock.
• Fujitsu Limited/Amdahl Corporation: Represented Fujitsu Limited in its $1.2 billion acquisition of all of the shares of Amdahl Corporation, formerly an American Stock Exchange-listed company, in a going private transaction using a tender offer and second step merger transaction.
• Fujitsu Limited/ICL: Represented Fujitsu Limited in its $1.3 billion acquisition of 80% of the stock of ICL, then the largest computer company in Europe.
• Craig McCaw/Eagle River/ICO: Represented Craig McCaw and Eagle River in the acquisition of ICO Global Holdings from bankruptcy for $1.2 billion.
• MarketWatch/Dow Jones & Co.: Represented MarketWatch (NASDAQ: MKTW) a business news information provider, in its acquisition by Dow Jones & Co. for $519 million.
• Thomson S.A./DIRECTV Group, Inc./Hughes Network Systems, Inc.: Represented Thomson (NYSE: TMS) in the acquisition of set–top box manufacturing assets of Hughes Network Systems, Inc., a deal valued at $400 million, and the related long-term supply and development agreement of digital satellite set-top boxes with DIRECTV.
• Fujikura/Alcoa: Representation of Fujikura Ltd., a Japanese cable maker, in the dissolution of its multibillion dollar joint venture with Alcoa, Inc. (NYSE: AA), the U.S. aluminum producer. The transaction was structured to comply with Section 355 of the Internal Revenue Code.
• Thomson S.A./PRN Networks: Represented Thomson (NYSE: TMS) in its acquisition of privately held PRN Corporation, a leader in out-of-home video advertising networks, for approximately $285 million.
• Oracle Corporation/SPL WorldGroup Holdings, LLC: Represented Oracle (NASDAQ: ORCL) in its acquisition of SPL WorldGroup Holdings, LLC, an enterprise software company which targets major utilities. Terms of the transaction were not disclosed.
• Thomson S.A./Canopus: Represented Thomson S.A. in its cross-border acquisition of Canopus Co., Ltd., a Japanese publicly traded company, through a private acquisition of one-third of the company's shares from its founder and his immediate family for cash and stock, and a simultaneous cash public tender offer for the remaining shares.
• Scharffen Berger Chocolate Maker, Inc./Hershey: Represented Scharffen Berger, a first-tier chocolate manufacturer, in its acquisition by The Hershey Corporation.
• McKesson Corporation/Medcon: Represented McKesson (NYSE: MCK), a Fortune 50 provider of supply, information and care management products, and services in healthcare, in its acquisition of Medcon, Ltd., a publicly traded Israeli company specializing in enterprise cardiac imaging and information solutions for approximately $105 million.
• Thomson S.A./Dreamworks: Represented Thomson in its investment in Dreamworks and participation in Dreamworks IPO.
• Fujikura/Auxiliar de Componentes Electricos SA: Representation of Fujikura Ltd., a Japanese cable maker, in the acquisition of a 60% stake in this Spanish autoparts manufacturer for approximately ¥10 billion or about $100 million.
• Sebastiani Vineyards Inc./Constellation: Represented Sebastiani Vineyards in the sale of its main winemaking division and marketing arm to Constellation, for approximately $300 million.
• CBS MarketWatch.com/Pinnacor: Represented CBS MarketWatch.com (NASDAQ: MKTW) in its acquisition of Pinnacor, another NASDAQ company, for approximately $105 million in a cash election merger using a reverse double dummy structure.
• Thomson S.A./Panasonic Disc Services Corp.: Represented Thomson's subsidiary Technicolor in its acquisition of Panasonic Disc Services Corp. (PDSC), a subsidiary of Japan's Matsushita Electric Industrial Co., for approximately $500 million.
• The Chalone Wine Group, Ltd.: Special counsel to The Chalone Wine Group, Ltd., a NASDAQ-quoted company, in connection with a going private transaction and subsequent sale for over $100 million.
• Odwalla Inc.: Represented Odwalla Inc., a NASDAQ-quoted company, in its acquisition by The Coca-Cola Company through a cash tender offer followed by a second step merger for total consideration of approximately $181 million.
• Ravenswood Winery/Constellation Brands: Represented Ravenswood Winery, a NASDAQ-quoted company, in its sale to Constellation Brands, a NYSE-listed company, in a $160 million cash merger.
• TCS/Convergent: Represented TCS in its acquisition by Convergent in a reverse triangular merger valued at approximately $350 million.
• Mariposa Technologies/Marconi plc: Represented Mariposa in its acquisition by Marconi plc for approximately $250 million of stock listed on the London Stock Exchange.
• Spans Logic Inc./Cisco Systems Inc.: Represented Spans Logic in the acquisition of the company by Cisco in a reverse triangular merger.
• Thomson S.A./Audiovox Corporation: Represented Thomson in the divestiture of its accessories business to Audiovox for approximately $90 million.
• Fujitsu IT Holdings, Inc./Softek/Investcorp: Represented Fujitsu IT Holdings in the carve-out and subsequent sale of its subsidiary, Softek, to a private equity syndicate lead by Investcorp.
• Thomson S.A./Gyration: Represented Thomson in its acquisition of Gyration in a reverse triangular merger for approximately $20 million.
• Thomson S.A./Parkervision: Advised Thomson Broadcast & News Media Solutions, a subsidiary of French conglomerate and client Thomson S.A., in its approximately $14 million cash purchase of the video division of ParkerVision, a NASDAQ company based in Florida.
• Wine.com/AKA Gourmet: Represented Wine.com in its stock acquisition of AKA Gourmet.
• JPKids/University Games: Represented JPKids, an independent media firm, in a reverse triangular merger with University Games.
• TCSI/Rocket Software: Represented TCSI, a NASDAQ-quoted software company, in the acquisition of the company by Rocket Software. The acquisition was accomplished by a tender offer. Engagement involved defense of company from hostile acquirers.
• Thomson S.A./Grundig (Digital Intermedia Systems ("DIS")): Represented Thomson, a French NYSE-listed company, in its acquisition of DIS, the U.K.-based set-top business and set-top hardware and software development divisions, of German manufacturer Grundig.
• Critical Path/NEC/Mitsui/NTT Communications: Represented Critical Path in its acquisition of Critical Path Pacific, a joint venture with Mitsui & Co., NTT Communications, and NEC.
• Lightyear Capital/Collegiate Funding Services: Represented Lightyear Capital, a private equity fund, in its acquisition of Collegiate Funding Services, L.L.C., a nationwide marketer of student loan consolidation products.
• MarketWatch.com/Hulbert Financial Digest: Represented MarketWatch.com, an online source of financial news and information, in its acquisition of Hulbert Financial Digest, a publication devoted to tracking and analyzing investment newsletters.
• International Properties Group, Ltd.: Represented International Properties Group Ltd. in its approximately $3.5 million tender offer for control of subsidiary Investorplus.com, an online service that facilitates the purchase and ownership of quality investment properties.
• Imagine Media (Business 2.0): Represented Imagine Media in the sale of the publication Business 2.0 to Time Warner for approximately $70 million.
• Lightyear Capital: Represented Lightyear Capital in its approximately $17 million investment in common stock of specialty pharmaceutical and diagnostics company, MedPointe, Inc. .
• Lightyear Capital: Represented Lightyear Capital in its approximately $50 million investment in ordinary shares of Endurance Specialty Insurance Ltd., a reinsurance company located in Bermuda.
• eVineyard/Wine.com: Represented eVineyard in its acquisition of the assets of Wine.com. The assets included the Wine.com URL and tradename, over 180,000 unique customers and more than 250,000 site registrants.
• 724 Solutions/ezlogin: Represented 724 Solutions, a NASDAQ company, in its acquisition of ezlogin for approximately $80 million through a reverse triangular merger. Transaction included reliance on a California fairness hearing.
• Odwalla/Fresh Samantha: Represented Odwalla, a NASDAQ company, in its acquisition of Fresh Samantha for approximately $30 million through a reverse triangular merger.
• Marubeni America/PLM: Represented Marubeni America in its purchase of the leasing business assets of PLM, a publicly traded company, for approximately $200 million dollars, in an asset purchase transaction conducted through an auction.
• Algorex/National Semiconductor: Represented Algorex in its acquisition by National Semiconductor for $20 million.
• ITOCHU Corporation/ARCO Products: Represented ITOCHU Corporation in its investment in and financing of a $210 million polypropylene plant being constructed in Long Beach, California, by ARCO Products.
• Interactive Networks/Two Way TV: Represented Interactive Networks, a NASDAQ company, in its asset sale to Two Way TV, a leading UK interactive television company.
• Thomson S.A./MIH Limited: Represented Thomson in its purchase of approximately $50 million of stock in MIH Limited contemporaneously with its initial public offering and certain lock-up and option agreements in connection therewith.
• Thomson S.A./Open TV: Represented Thomson in its divestiture of stock constituting a controlling interest in Open TV and the transference and licensing of certain intellectual property in connection therewith.
• Alexander & Edwards/Hanley Wood: Represented Alexander & Edwards, publisher of various affordable housing publications, in its acquisition by Hanley-Wood.
• Enron International: Represented Enron International in its multibillion dollar bid to acquire CEDAE, the water and wastewater utility for the State of Rio de Janeiro, Brazil.
• Separate Accounts Solutions/Royal Bank of Canada: Represented Separate Accounts Solutions in its acquisition through a forward merger of VIP Capital from the Royal Bank of Canada.
• Shidax Corporation/ Bon Appetit: Represented Shidax Corporation, a Tokyo Stock Exchange listed company, in its $80 million acquisition of approximately 80% of the shares of Bon Appetit, a U.S. food service company, including the restructuring of Bon Appetit's option plans in connection therewith.
• Lane Industries/Alert Alarm: Represented Lane Industries in its $20 million stock and asset acquisition of Alert Alarm, a company in the home security industry.
• Fujitsu Network Communications/Ascom Nexion: Represented Fujitsu Network Communications in its $130 million acquisition of all of the assets of Nexion, a communications switch company, from Ascom.
• Inchcape/Inteco: Represented Inchcape, a U.K. trading company, in its acquisition of all of the stock of a Japanese corporation and a Korean corporation in the maritime inspection business.
• Fujitsu/Ross Technology: Represented Fujitsu in its stock acquisition of Ross Technology, a fabless semiconductor company, from Cyprus Semiconductor and the subsequent spin-off and initial public offering of Ross.
• NABCO/Lanson Industries: Represented NABCO in the acquisition of Lanson Industries, a manufacturer of automatic doors.
• De La Salle Institute/Heublein: Represented the Christian Brothers (De La Salle Institute) in the sale of all of their winery, vineyard and brandy operations to Heublein for over $100 million.
• Sterile Products Corporation/Sparta Surgical: Represented Sterile Products Corporation in the sale of a healthcare division to Sparta Surgical Corporation.
• Pine Ridge Winery: Represented Pine Ridge Winery in its recapitalization and issuance of equity to new investors.
• Wine World, Inc./Souverain: Represented Wine World, Inc., a Nestlé subsidiary, in its acquisition of all the assets of Souverain winery.
• WHL Acquisition Corporation/Whitehall Lane Winery: Represented a special purpose company owned by foreign investors in the acquisition of the assets of Whitehall Lane Winery.
• Mac Jyuken/Demoor Winery: Represented Mac Jyuken in its acquisition of all the assets of Demoor Winery.

Strategic Alliances and Joint Ventures

• Nokia Corporation/Sanyo Electric. Represented Nokia in a potential transaction with Sanyo Electric that would have combined their respective CDMA mobile phone businesses worldwide into a new jointly-owned U.S. entity. The venture which was ultimately terminated after preliminary agreements had been signed would have created one of the top two largest CDMA mobile phone makers in the world, with most of its 3,500 employees located in Japan and California.
• CBS MarketWatch.com/Thomson Financial: Represented CBS MarketWatch.com, a NASDAQ-quoted company, in a strategic alliance with Thomson Financial, to create an institutional news wire service.
• Nikon Corporation/Litel Instruments: Represented Nikon Corporation in a strategic alliance with Litel Instruments including a stock investment and license and product cooperation agreement.
• Kaiser/IBM. Represented Kaiser Permanente in its $1.5 billion strategic alliance with IBM and SAIC to develop a leading edge clinical information system and healthcare delivery system and support system for all of Kaiser's facilities.
• Kaiser Permanente/EPIC Health Care: Represented Kaiser in a licensing and software development arrangement to automate all of Kaiser's medical records.
• Aetas Technology/Hewlett-Packard: Represented Aetas Technology in a joint venture and strategic investment with Hewlett-Packard.
• Riptech/Mitsubishi: Represented Riptech, an online security company, in a strategic alliance with Mitsubishi Corporation involving the formation of a new jointly-owned company in Japan.
• Thomson S.A./Gemstar-TV Guide International, Inc.: Represented Thomson in its strategic alliance and partnership with Gemstar-TV Guide International.
• Robert Mondavi/Rosemount Estates: Represented Robert Mondavi Winery in a strategic alliance with Rosemount Estates of Australia to develop new winery and vineyard facilities in California and Australia and create new global brands.
• Thomson S.A./Carlton Communications: Represented Thomson in its $150 million strategic alliance with Carlton Communications to pursue the screen advertising business in the United States.
• Qwest Communications/Hewlett-Packard: Represented Qwest Communications in a $500 million strategic alliance with Hewlett-Packard to offer Application Hosting Services over the Internet.
• Prudential Insurance Company/Mitsui Trust Bank: Represented Prudential Insurance Company in a strategic alliance to form a Japanese corporation with Mitsui Trust Bank to create and distribute mutual fund products in the Japanese market.
• Nikon/IBM: Represented Nikon Corporation on a strategic alliance, technology development and licensing agreement with IBM to develop next generation lithography tools utilizing electron beam technology.
• Enron International/Saur Corporation: Represented Enron International in the formation of a strategic alliance with Saur Corporation to pursue water and wastewater projects in certain areas of the world.
• TCSI/NEC: Represented TCSI, a publicly-traded telecommunications software company, in its strategic alliance with NEC.
• TCS/Cable & Wireless and British Telecom: Represented TCS, an outsourcing and software company, in its strategic alliance to provide calling card software and switch technology to Cable & Wireless and British Telecom for use on a worldwide basis.
• Nikon Corporation: Represented Nikon Corporation in several confidential strategic alliances and joint research projects for the development of critical new technologies in the semiconductor manufacturing equipment industry.
• Fuji Electric/General Electric: Represented Fuji Electric in the formation of a global alliance with General Electric in the electric drives industry involving the formation of a master joint venture in the Netherlands and subsidiary joint ventures in Mexico, China, and Europe.
• Fujitsu Limited/AMD: Represented Fujitsu Limited in the formation of a $700 million joint venture with AMD to construct a plant in Japan to manufacture Flash EPROM memory devices. The project involved extensive cross-shareholding investments in two publicly-traded companies and complex licensing and distribution arrangements.
• Toyota Automatic Loom/Texas Instruments: Represented the parent company of Toyota Motors in negotiations with Texas Instruments concerning the construction in Japan of a plant to fabricate semiconductor devices. The project was suspended in light of industry conditions.
• Fuji Electric/Integral Peripherals: Represented Fuji Electric in the establishment of a strategic alliance with Integral Peripherals involving Fuji Electric's equity investment in Integral Peripherals and the granting to Fuji Electric of certain manufacturing and distribution rights to Integral Peripherals 1.8" hard disk drives.
• Fujitsu/Sun Microsystems: Represented Fujitsu in the formation of a strategic alliance with Sun Microsystems involving cooperation in developing microprocessors for the SPARC roadmap and the joint development of products and distribution of Sun Operating System Software.
• Nikon/Electroscan: Represented Nikon in the formation of a strategic alliance involving licensing and distribution for certain electron microscope products.
• Sumitomo Corporation/TCI: Represented Sumitomo Corporation in the negotiations associated with a minority investment by TCI in Sumitomo's Cable Soft Network, a Japanese cable company.
• Maruishi Pharmaceuticals/Abbott Laboratories/Baxter Healthcare: Represented Maruishi Pharmaceuticals in negotiations with Baxter Healthcare and Abbott Laboratories for a worldwide patent license and subsequent commercialization, manufacturing, and distribution of Sevoflurane, the leading anesthetic product.
• Omron/Sho Graphics: Represented Omron in the formation of a strategic alliance for the manufacture and distribution of 3-D graphics terminals.
• Moore Corporation/Toppan Moore: Represented Moore Corporation in the dissolution of the Toppan Moore joint venture.

Venture Capital Financings

• Cleantech America: Represented Cleantech America in a conversion from a California LLC to a Delaware corporation and a subsequent Series B financing.
• TCHO, Inc.: Represented TCHO in its conversion from a California and Nevada corporate structure to a Delaware corporation and a subsequent Series B financing.
• CleanFish/Mindful Capital Partners LLC: Represented CleanFish in the $2 million Series A financing by Mindful Capital.
• Sutter Hill Ventures/Right Hemisphere: Represented Sutter Hill Ventures in an approximately $12 million Series B financing of Right Hemisphere.
• Sutter Hill Ventures/Object Reservoir: Represented Sutter Hill Ventures in the restructuring of and Series 1 investment in Object Reservoir.
• Sutter Hill Ventures/Streetline Inc.: Represented Sutter Hill Ventures in the Series A financing of Streetline.
• Scout Labs/Minor Ventures: Represented Scout Labs in a Series A financing from Minor Ventures.
• Wine.com/Baker Capital: Represented Wine.com in a recapitalization and Series A-1 $12 million financing led by Baker Capital.
• OrthoClear, Inc.: Represented OrthoClear in Series B and Series C financings.
• Wine.com: Represented company in a Series F financing led by Baker Capital raising approximately $20 million.
• Wine.com: Represented company in a Series E financing raising $5 million in equity and related $4.5 million debt financing.
• Inventages Venture Fund/Galileo Laboratories: Represented Inventages as co-lead investors in Series C financing for Galileo Laboratories.
• eVineyards, dba Wine.com: Represented company in its restructuring and re-start and Series D financing.
• eVineyards: Represented investors in a bridge financing and a Series C financing for eVineyards.
• Kyushu Electric Power Co., Inc./Automated Power Exchange (APX,Inc.): Represented Kyushu Electric Power in its $10 million investment in a Series C venture financing for APX, a provider of independent transaction processing services for the electric power industry.
• Itochu International/Automated Power Exchange (APX, Inc.): Represented Itochu International in a Series C venture financing for APX, a provider of independent transaction processing services for the electric power industry.
• Hydro-Quebec CapiTech, Inc./Automated Power Exchange (APX,Inc.): Represented Hydro-Quebec CapiTech in a Series C venture financing for APX, a provider of independent transaction processing services for the electric power industry
• Zero Gravity Internet Group: Represented Zero Gravity Internet Group in various venture capital investments including Propel, Discovercast and Eagle Eye.
• Martin Ross/VC Fund and Investments: Represented Martin Ross LLC in the formation of various venture capital funds and investments by such funds.
• eOutdoors: Represented eOutdoors in Series A financing.
• Investorplus.com: Represented Investorplus.com in Series A and B financing and strategic relationship with Homestore.
• Seperateaccounts.com: Represented separateaccounts.com in Series A financing.
• Grupo 20/Series B Financing: Representing Grupo 20 in Series B financing.
• Kamakura Corporation: Representing Kamakura Corporation in restructuring; joint venture and venture capital financing with a major international bank.
• SF Interactive/Series A Financing: Representing SF Interactive in Series A financing.
• International Thinklink Corporation/Series B, C and D Financings: Represented International Thinklink in Series B, C & D financings, raising over $30 million.
• Itochu International/eAvenue: Represented Itochu as seed round investor in eAvenue.
• TodoSport/Series A Financing: Represented TodoSport in Series A financing.
• TCS/Cisco/Series A Financing: Represented TCS in Cisco investment in Series A preferred stock.

Corporate and Project Financings

• WR Hambrecht+Co, LLC/Overstock.com: Represented WR Hambrecht as lead underwriter in a follow-on offering for Overstock.com.
• WR Hambrecht+Co, LLC/Overstock.com: Represented WR Hambrecht as lead underwriter in the initial public offering of Overstock.com, Inc.
• WR Hambrecht+Co, LLC/Peets Coffee & Tea: Represented WR Hambrecht as underwriter in the initial public offering of Peets Coffee & Tea.
• 724 Solutions, Inc.: Represented this Canadian wireless application service provider company in filing an initial public offering on Form F-1 in the United States.
• Amdahl/DMR: Representing Amdahl Corporation in the carve-out and potential initial public offering of DMR Corporation, a systems integration company.
• McKesson Corporation/Armor All Initial Public Offering: Represented McKesson Corporation in the carve-out and initial public offering of Armor All Product Company.
• Fujitsu/Ross Technology: Represented Fujitsu in the initial public offering of its wholly-owned subsidiary Ross Technologies.
• Central Asia Pipeline Project: Represented ITOCHU Corporation and INPEX Petroleum as investors in the Central Asian gas pipeline project to build a $2 billion gas pipeline from Turkmenistan to Pakistan.
• Chase, Sumitomo Bank, ITOCHU Corporation/Corridor Block: Represented Chase, Sumitomo Bank, and ITOCHU Corporation as the underwriters and arrangers of the limited recourse project financing for the $640 million Corridor Block gas processing plant, gas pipeline and gas field development project. The Corridor Block project was named "Project Finance Deal of the Year" by Project Finance International magazine.

Corporate and Restructuring Transactions

• Nike, Inc.: Represented Nike, Inc. in a restructuring of its U.S. operations into separate corporations for trademark licensing, marketing, and product distribution.
• Florens Corporation: Represented this container leasing corporation in a restructuring of its global operations, including subsidiaries in the Bahamas, Panama, Japan, and the U.K.
• Greenpeace International: Represented Greenpeace in the restructuring of its various U.S. 501(c)(3) membership entities.

Board of Directors Special Committee Engagements

• McKesson Corporation: Advised the McKesson Compensation Committee in connection with amending the company's severance policy in response to a shareholder resolution.
• Golden State Vintners: Advised members of the negotiating committee of the Board of Directors of Golden State Vintners in connection with consideration of an unsolicited takeover bid.
• Golden State Vintners: Advised the Special Committee of the Board of Directors of Golden State Vintners in connection with consideration of a going private transaction.
• eVineyards: Advised the Special Committee of the Board of Directors of eVineyards in connection with an internal investigation.
• Bank of America: Advised the Board of Directors of Bank of America in connection with an internal investigation related to the bank's escrow and trust practices.