Michael G. O'Bryan

Michael G. O'Bryan

Partner

San Francisco, (415) 268-6352

Education

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

Practices

Mergers + Acquisitions

Public Companies Counseling + Compliance

Bar Admissions

California

Delaware Court Finds Flaws by Board in Sale of VC-Backed Company but Finds Price Fair

9/5/2013

Corporate, Emerging Companies + Venture Capital, Mergers + Acquisitions

Client Alert

Board Enjoined from Impeding Hostile Consent Solicitation Without First Approving Rival Director Slate under Credit Agreement Proxy Put Provision

3/15/2013

Corporate, Mergers + Acquisitions, Public Companies Counseling + Compliance

Client Alert

Delaware Court Finds Reverse Triangular Merger Does Not Violate Contractual Prohibition on Assignment by Operation of Law

3/4/2013

Corporate, Mergers + Acquisitions, Private Equity Investments + Buyouts

Client Alert

Annual Survey of Judicial Developments Pertaining to Mergers and Acquisitions

The Business Lawyer, Vol. 68

February 2013

Capital Markets, Mergers + Acquisitions

Article

Originally published in The Business Lawyer, Volume 68, February 2013. ^© 2013 by the American Bar Association.

M+A Leaders Survey Results
451 Research and Morrison & Foerster Webinar

11/8/2012

Multimedia

Annual Survey of Judicial Developments Pertaining to Mergers and Acquisitions

The Business Lawyer, Vol.67

February 2012

Corporate, Mergers + Acquisitions

Article

Originally published in The Business Lawyer, Volume 67, February 2012. ^© 2012 by the American Bar Association.

Managing Merger Litigation

12/2/2011

Mergers + Acquisitions, Securities Litigation, Securities Litigation, Enforcement + White-Collar Defense

Multimedia

What's the Deal with Deal Litigation? Shareholder Merger Litigation Against Public Companies

InfoPAK - Association of Corporate Counsel

July 2011

Mergers + Acquisitions, Securities Litigation, Securities Litigation, Enforcement + White-Collar Defense

Article

New Golden Parachute Compensation Disclosure and Shareholder Advisory Vote Requirements

6/3/2011

Capital Markets, Compensation, Benefits + ERISA, Corporate Governance, Mergers + Acquisitions, Public Companies Counseling + Compliance, Securities Litigation, Enforcement + White-Collar Defense

Client Alert

Delaware Court Finds Reverse Triangular Merger May Violate Contractual Prohibition on Assignments by Operation of Law

5/6/2011

Commercial Litigation, Mergers + Acquisitions

Client Alert

The Del Monte Decision:
Court Finds Likely Breach of Fiduciary Duties by Board Arising from Actions by Financial Advisor; Postpones Merger Vote and Enjoins Deal Protections

4/27/2011

Corporate Governance, Mergers + Acquisitions, Private Equity Investments + Buyouts, Public Companies Counseling + Compliance, Securities Litigation

Client Alert

Delaware Court Upholds Airgas Poison Pill Defense, Affirming Right of Board to Continue Saying “No”
Air Products v. Airgas

2/28/2011

Commercial Litigation, Corporate Governance, Mergers + Acquisitions, Public Companies Counseling + Compliance, Securities: Regulatory + Enforcement

Client Alert

Delaware Courts Continue to Provide Guidance on the Parameters of Acceptable Termination Fees

11/11/2010

Corporate, Mergers + Acquisitions

Client Alert

Delaware Supreme Court Upholds NOL Poison Pill

10/21/2010

Corporate, Corporate Governance, Mergers + Acquisitions, Public Companies Counseling + Compliance

Client Alert

Using Contingent Consideration to Bridge the Value Gap

8/18/2010

Corporate, Mergers + Acquisitions

Client Alert

Delaware Court Provides Guidance to Financial Advisors in Conducting DCF Analyses

8/2/2010

Mergers + Acquisitions

Client Alert

Recent Cases Remind M&A Participants of When Disclosure of Merger Negotiations Is Required

7/14/2010

Corporate, Mergers + Acquisitions

Client Alert

Selectica v. Versata: Delaware Chancery Court Upholds “Poison Pill” Shareholder Rights Plan

3/3/2010

Corporate, Corporate Governance, Mergers + Acquisitions, Public Companies Counseling + Compliance

Client Alert

Earnouts in M&A Transactions

11/9/2009

Article

This article first appeared in Financier Worldwide’s International Mergers & Acquisitions 2009 Ebook © 2009 Financier Worldwide Limited. Permission to use this reprint has been granted by the publisher.

FASB Amends Guidance for Recognizing Lawsuits and Other Contingencies Acquired in M&A Deals

4/8/2009

Corporate, Mergers + Acquisitions

Client Alert

Distressed M&A in 2009: Know the Rules

2/1/2009

Article

Revised M&A Accounting Rules Now in Effect: New Standards May Affect Structure, Timing, and Other Considerations

1/2/2009

Corporate, Mergers + Acquisitions

Client Alert

SEC Amends Reporting, Registration and Business Combination Rules for Foreign Private Issuers

9/2/2008

Capital Markets, Corporate, Financial Institutions + Financial Services, Global Offerings

Client Alert

SEC Approves FINRA Rules Addressing Conflicts of Interest in Fairness Opinions

11/1/2007

Corporate, Mergers + Acquisitions

Client Alert

Tender Offers: An Answer to the Need for Speed

1/1/2007

Article

Hopping, Topping and Jumping: Bidding for Target Companies that have Announced Acquisition Agreements

12/1/2005

Article

This article first appeared in Deal Drivers 2005 and is reprinted with permission. (pdf format)

Lessons from Disney

8/25/2005

Corporate, Financial Institutions + Financial Services, Internal Investigations, Litigation, Securities Litigation, Securities Litigation, Enforcement + White-Collar Defense, Securities: Regulatory + Enforcement, White-Collar Defense

Client Alert

Acquiring or Selling a Controlled Company in the U.S.

1/1/2005

Article

Checklist of Key Issues in Renewing D&O Liability Insurance

10/1/2003

Article

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