Michael G. O'Bryan
Mike advises on U.S. and international mergers, acquisitions, divestitures, and other strategic transactions, including “going private” and other related-party transactions. He has advised companies, boards, and special committees, as well as investment banks, in both negotiated and contested transactions. He works with clients across a variety of industries, including in the technology, software, telecommunications, agtech, consumer, and healthcare/life sciences sectors.
Mike has been ranked in numerous publications including Chambers USA, The Legal 500, and Best Lawyers in America. Clients in The Legal 500 describe Mike as “a very seasoned M&A lawyer with a depth of technical expertise.” He has been recognized for M&A by Best Lawyers in America every year since 2013, and in 2021 the publication named him a “Lawyer of the Year” for M&A. He has also been recognized in Who’s Who Legal – The International Who’s Who of Mergers & Acquisitions Lawyers.
Before moving to San Francisco, he 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. He serves on the board of directors of the Japan Society of Northern California.
Mike is the immediate past chair of the American Bar Association’s M&A Committee, where he also served as co-editor of the Model Tender Offer Agreement, on the editorial board for the Model Public Company Merger Agreement, as senior reviewer of the forthcoming Revised Model Asset Purchase Agreement, and as the editor of the Annual Survey of M&A Cases. While chair, he co-founded the Committee’s national law student M&A negotiating competition.
He also has served on M&A advisory boards, such as the Law360 M&A editorial board and the Thomson Reuters Accelus Business Law Partner advisory board. He is also a member of our global Environmental, Social, and Governance (ESG) steering committee. He is the author or co-author of numerous articles and speaks regularly on M&A and related topics. He leads efforts around the firm’s annual Key M&A Trends report, recognized as a “Top Read Article” by JD Supra Readers’ Choice Awards.
Experience
VMware – $2.3 billion acquisition of Carbon Black
Represented VMware in its US$26 per share cash tender offer for cybersecurity company Carbon Black, Inc., representing an equity value of US$2.3 billion for Carbon Black.
Xpansiv Data Systems – Acquisition of CBL
Advised Xpansiv Data Systems, Inc. in its merger with Commodity Bourses Limited (CBL), an Australian company operating as CBL Markets.
MTY Food Group – Acquisition of Papa Murphy’s
Represented MTY Food Group, a leading franchisor in the North American restaurant industry, in its acquisition of Papa Murphy’s Holdings, Inc., a franchisor and operator of the largest Take ‘n’ Bake pizza brand and the fifth largest pizza chain in the United States.
Spark Networks – Merger with Affinitas GmbH and Acquisition of Zoosk
Represented Spark Networks, a leading global dating company with a portfolio of premium brands, in its merger with Affinitas GmbH and acquisition of Zoosk.
VMware – Recap Transaction with Dell
Represented VMware in its structuring and negotiations with Dell, the world’s largest private technology company, in connection with Dell’s recap transaction involving the exchange of Dell’s VMware tracking stock for Dell’s Class C common stock and cash. The majority of the funding for the cash portion of the exchange transaction consisted of proceeds from VMware’s US$11 billion pro rata special dividend to all holders of VMware common stock.
Takara Bio – Acquisition of WaferGen Bio–systems
Represented Takara Bio, Inc. in the company’s acquisition of publicly–held genomics technology company WaferGen Bio–systems.
Tsinghua Unigroup – 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 – 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 – 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 – 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 – 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! – 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 -- $1.1 Billion Acquisition by Johnson & Johnson
Represented Mentor Corporation in its $1.1 billion merger with Johnson & Johnson.
Credence Systems – 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.
Rankings
Ranked for Corporate/M&A in Northern California
Chambers USA 2023-2024
Recognized as “Lawyer of the Year”
Recognized as a leading lawyer in San Francisco for Corporate Law and Mergers and Acquisitions Law
Best Lawyers in America 2013-2023