Jaclyn Liu joined Morrison & Foerster in 1998 as an associate in the Corporate Finance Group of the firm’s San Francisco office. She currently serves as a co-chair for the Public Companies and Securities Group. Ms. Liu engages in a general corporate and transactional practice, with special emphasis on mergers and acquisitions and corporate counseling of public companies.

Ms. Liu has represented a number of public and private companies in mergers and acquisitions, including the representation of ADESA, American Pharmaceutical Partners, Clorox, McKesson, MarketWatch, Mercury Interactive, and Thomson S.A.

Ms. Liu regularly advises public companies on corporate governance and disclosure matters, including those relating to the federal securities laws, SOX, and NYSE and NASDAQ rules and regulations. Representative clients include Altera, CEVA, CoTherix (acquired by Actelion in 2007), DSP Group, and MarketWatch (acquired by Dow Jones in 2005).

Ms. Liu’s experience also includes the representation of public and private companies in securities offerings and VC financings. She has represented a number of issuers and underwriters, including CoTherix, Restoration Hardware, Sonic Solutions, and Stratex, in company-side offerings. Ms. Liu has also represented a number of underwriters, including CSFB, Deutsche Banc, Lehman Brothers, and Thomas Weisel Partners.

Ms. Liu has worked with domestic and foreign companies in a variety of industries, including semiconductor, software, Internet, media, communications, consumer products and financial services and has been involved in cross-border transactions in Asia, Australia and Europe.

Ms. Liu graduated, cum laude, from Harvard Law School in 1998, where she served as the Co-Editor of the Harvard Law Record. A member of Phi Beta Kappa, Ms. Liu received B.A. degrees in English and Political Science, summa cum laude, from the University of California, Los Angeles.

Ms. Liu was born in Shanghai, China. She is fluent in Mandarin Chinese.

Ms. Liu is a member of the California State Bar and the Bar Association of San Francisco. She is on the advisory board of thecorporatecounsel.net.

Representative Matters

Mergers and Acquisitions

• Represented ADESA in its $3.7 billion acquisition by a consortium of private equity funds
• Represented American Pharmaceutical Partners in its $4 billion acquisition of its majority shareholder, American Bioscience
• Represented Clorox in its $925 million acquisition of Burt’s Bees
• Represented Creative Technology in its $170 million acquisition of 3Dlabs
• Represented DSP Group in its acquisition of the cordless and IP terminals business of NXP, B.V. (formerly the semiconductor business of Philips) for a consideration of $270 million (cash and stock) and additional earn-out potential of up to $75 million
• Represented MarketWatch in its $528 million acquisition by Dow Jones
• Represented MarketWatch in its $103 million acquisition of Pinnacor
• Represented McKesson in its $105 million acquisition of Medcon, a publicly traded Israeli company
• Represented Mercury Interactive in its $4.5 billion acquisition by Hewlett Packard
• Represented Thomson SA in its $2.065 billion acquisition of Technicolor from Carlton Communications

Public Company Representation

• ADESA (acquired by a group of private equity firms), a leading provider of wholesale vehicle auctions
• Altera, a fabless semiconductor company that provides programmable logic devices
• CEVA, a leading licensor of digital signal processor cores, multimedia, and storage platforms to the semiconductor industry
• CoTherix (acquired by Actelion), a biopharmaceutical company
• Creative Technology, a worldwide leader in digital entertainment products
• DSP Group, a fabless semiconductor company that provides integrated circuits for telecommunication products
• MarketWatch (acquired by Dow Jones), a Web provider of financial news

Securities Experience

• Represented A.G. Edwards & Sons as placement agent in the $14.5 million registered direct offering by EastGroup Properties
• Represented CoTherix in its $58.5 million follow-on offering of common stock
• Represented National Information Consortium, a provider of e-government services, in its initial public offering
• Represented Restoration Hardware in its $24.5 million PIPE transaction
• Represented Sonic Solutions in its $25.3 million follow-on offering
• Represented Stratex Networks in its $70.9 million shelf takedown
• Represented Thomas Weisel Partners as lead underwriter in connection with the initial public offering of Xenogen

Venture Financing Experience

• Represented ABN Amro, Acer Technology Ventures, Innovation Capital, Intel Capital, Technology Venture Partners, and Walden International, in their Series B financing for cap-XX
• Represented BT Alex.Brown in its Series C financing of Cobalt Networks
• Represented cap-XX, Inc., an Australian mobile device power source company listed on AIM, in various equity and note financing transactions
• Represented Infocomm Investments Pte. Ltd., the investment unit of the Infocomm Development Authority of Singapore, in its Series C financing for OneWave Technologies
• Represented Technology Venture Partners, an Australian-based venture fund, in various investments in technology companies
• Represented Viator, Inc., an online provider of travel services, in its various equity and note financing transactions