Michael O’Bryan is a co-chair of the firm’s global M&A Group and a partner in the firm’s Corporate Finance Group. 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 2011, Legal 500 US 2011, Best Lawyers In America 2011 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, where he serves as the chair and editor of the Annual Survey of M&A Cases, as the co-chair of the Model 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,” "Green Energy Cross Border M&A," “Delaware Court Upholds Airgas Poison Pill Defense," “Delaware Court Provides Guidance to Financial Advisors in Conducting DCF Analyses,” "Evolutions in Earnouts and Other Deal Structures,” “How to Buy Distressed Businesses and Assets in the U.S.," “Hostile Takeovers and Shareholder Activism," “Keeping Up with Good Faith; Minimizing the Risk of Personal Liability," and "Shareholder Merger Litigation Against Public Companies."
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.
Restoration Hardware's Acquisition by Catterton Partners.
Represented Restoration Hardware in its 2008 sale for $267 million to a group of private equity investors lead by Catterton Partners, a private equity firm based in Greenwich, Conn.
Citigroup's $4.6 billion tender offer for Nikko Cordial.
Represented GCA and Greenhill, as joint financial advisors to Nikko Cordial's board, in connection with Citigroup's $4.6 billion offer for Nikko Cordial. This transaction completed the largest ever foreign acquisition of a Japanese company, and marked the first time that shares of a foreign company were offered in a "kabushiki kokan" (statutory share exchange) transaction in Japan.
Ricoh/IKON Office Solutions
Represented Ricoh Company, Ltd., Japan's second-largest maker of office machines, in its $1.6 billion acquisition of IKON Office Solutions, Inc., the world's largest independent channel for document management systems. (2008)
Infogrames' Acquisition of Atari
Represented Infogrames Entertainment, the 51% shareholder of Atari, Inc., in its acquisition by its controlling shareholder of the remaining interests in Atari.
Mentor's $1.1 Billion Acquisition by Johnson & Johnson
Represented Mentor Corporation in its $1.1 billion merger with Johnson & Johnson.
Inamed's Business Combination with Allergan
Represented Inamed, in its $3.4 billion business combination with Allergan, and its prior proposed merger with Medicis.
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.
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.
Oracle's Acquisition of SPL WorldGroup Holdings
Represented Oracle Systems Corporation, in its acquisition of SPL WorldGroup Holdings, LLC, an enterprise software company which targets major utilities.
Sonic Solutions' Acquisition by Rovi
Represented Sonic Solutions, in its $720 million acquisition by Rovi Corporation.
Sumitomo Heavy Industries' Unsolicited Offer for Axcelis
Represented Sumitomo Heavy Industries and TPG, in an unsolicited proposal to buy semiconductor equipment maker Axcelis Technologies Inc. for about $640 million with debt.
Saifun's Acquisition by Spansion
Represented Saifun Semiconductor Ltd., an Israeli company, in its $368 million acquisition by Spansion, Inc.
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.
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.
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.
Chalone Wine Group Acquisition
Represented Chalone Wine Group, in the proposed acquisition by its majority shareholder and subsequent sale to a topping bidder.
724 Solutions in a Going Private Transaction
Represented 724 Solutions, in a going private transaction by one of 724’s principal shareholders.
America Pharmaceuticals Partners' Acquisition of American Biosciences
Represented American Pharmaceutical Partners, in its $4.1 billion acquisition of its majority shareholder, American BioSciences.
Fortunet Going Private Transaction
Represented the special committee of Fortunet, Inc., in its acquisition by its majority shareholder.
Freescale Semiconductor, Inc. Acquisition of SigmaTel, Inc.
Represented Freescale Semiconductor, Inc., one of the world's largest semiconductor companies, in its $110 million acquisition of SigmaTel, Inc., a Texas-based public semiconductor company.
Hewlett-Packard/Mercury Interactive
Represented Mercury Interactive Corporation before Department of Justice and European Commission in its $4.5 billion acquisition by Hewlett-Packard Company. (2006)
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.
Crowley Maritime's Acquisition by Controlling Shareholder
The special committee of Crowley Maritime Corporation, in the acquisition by its controlling shareholder of the remaining shares of the company.
Del Monte's Acquisition of Milk Bone
Represented Del Monte Foods, in its $580 million acquisition of the Milk-Bone brand and other assets from Kraft.
Global Defense Technology & Systems Going Private Transaction
Represented Global Defense Technology & Systems, Inc., a provider of mission-critical, technology-based systems, solutions and services for national security agencies and programs of the U.S. government, in its $315 million going private acquisition by Ares Management LLC.