Brandon C. Parris

Partner | San Francisco | (415) 268-6617
(415) 268-6617

Brandon Parris is a partner in the Corporate Department and serves as co-chair of the firm's global Mergers & Acquisitions Group.

Described as “an exceptional attorney with significant experience and knowledge” by a client in IFLR1000, Brandon Parris maintains an active corporate practice focused on strategic transactions, including complex public and private mergers, tender offers, acquisitions, divestitures, joint ventures and strategic investments.

He represents U.S. and global clients, boards of directors, special committees, management teams and companies in a variety of industries, including technology, gaming, energy, media, consumer goods and services, life sciences, biotechnology, and financial services.

Brandon also maintains a public company practice. He advises members of executive management, boards of directors, and special committees on strategic and corporate governance issues, and counsels numerous public companies on all aspects of public company issues.

Brandon is regularly recognized as a leader in his field, including being named as a 2020 "Dealmaker of the Year" by The American Lawyer, a 2019 "M&A MVP" by Law360, and a 2019-2020 "Top 100 Leading Lawyer" by the Daily Journal. He has also been recognized by rankings publications including Chambers USA, IFLR100 and Legal 500, with a client describing him in Chambers USA as “excellent at identifying the critical issues within a transaction and methodically addressing and solving each one in order. He has a superior knowledge of what is 'market' on various terms and he uses this to solve problems.”

Brandon formerly served as co-chair of Morrison & Foerster’s Global Corporate Department of over 400 lawyers.

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  • Advised Southwest Gas Holdings, Inc. in its defense against a hostile tender offer and proxy contest by Carl Icahn.

  • Advised Southwest Gas Holdings, Inc. in connection with its $2 billion acquisition of Questar Pipeline, consisting of Dominion Energy Questar Pipeline, LLC, its subsidiaries, and certain associated affiliates, including Overthrust Pipeline, White River Hub, and Questar Field Services from Dominion Energy, Inc.

  • Advised Southwest Gas Holdings in connection with the $855 million acquisition by its wholly-owned subsidiary, Centuri Group, of Riggs Distler & Company, Inc., which self-performs turnkey union construction solutions in the utility, telecom, and industrial markets in the Northeast and Mid-Atlantic regions of the United States, and its affiliates.

  • Advised MobileIron, Inc., the mobile-centric security platform for the Everywhere Enterprise, in its sale for approximately $900 million to Ivanti, Inc., a leading provider of enterprise-grade intelligent IT management and security software solutions, which is backed by affiliates of Clearlake Capital Group, L.P. and TA Associates.

  • Advised Palo Alto Networks, Inc. in its acquisition of Zingbox, an Internet of Things (IoT) lifecycle management solution provider that offers the most widely deployed IoT security platform in the world.

  • Advised Sprint Corp. and SoftBank Group Corp., the controlling shareholder of Sprint, on all stock merger of Sprint and T-Mobile US, Inc. The total implied enterprise value for Sprint in the transaction was approximately $59 billion and the aggregate for the combined company enterprise value was approximately $146 billion.

  • Represented Sprint Corp. and SoftBank Group Corp. in the divestiture of certain assets, including Sprint’s prepaid businesses and 800 MHz spectrum assets, to DISH Network Corporation for total consideration of approximately $5 billion in connection with Sprint’s merger with T-Mobile.

  • Represented VMware in connection with Dell’s $67 billion acquisition of EMC, VMware’s parent company. VMware is the “crown jewel” in the transaction, and Dell will issue VMware tracking stock.

  • 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.

  • Represented VMware in its US$26 per share cash tender offer for cybersecurity company Carbon Black, Inc. The merger consideration represents an equity value of US$2.1 billion for Carbon Black. When completed, this transaction marks VMware’s first acquisition of another public company.

  • Represented VMware in its acquisition of BitRock, Inc. (doing business as Bitnami), a leader in application packaging solutions.

  • Represented McKesson Corporation in the sale of ZEE Medical to Cintas Corporation.

  • Represented McKesson Corporation in the carveout divestiture of its Vital Platform business to Comvest Investment Partners.

  • Represented McKesson Corporation in its acquisition of LABSCO, a Kentucky-based distributor of diagnostic equipment for community hospital labs and private office labs.

  • Represented Santen Pharmaceutical in its acquisition of InnFocus, a development stage medical device company.

  • Represented the Special Committee of the Independent Directors of Affinity Gaming in its $580 million take-private leveraged buyout by affiliates of Z Capital.

  • Represented Boyd Gaming Corporation in the sale of its 50% equity interest, valued at $900 million, in Marina District Development Holding Company, LLC, the parent company of Borgata Hotel Casino & Spa in Atlantic City, New Jersey, to MGM Resorts International.

  • Represented Boyd Gaming Corporation in its acquisition of four Pinnacle Entertainment properties – Ameristar St. Charles, Ameristar Kansas City, Belterra Casino Resort and Belterra Park – for cash consideration of approximately $575 million in connection with the $2.8 billion of Pinnacle.

  • Represented Boyd Gaming Corporation in its $400 million acquisition of ALST Casino Holdco, the holding company of Aliante Gaming, the owner and operator of the Aliante Casino + Hotel + Spa, an upscale, resort-style casino and hotel situated in North Las Vegas.

  • Represented Boyd Gaming Corporation in its acquisition of Valley Forge Convention Center Partners, L.P., the owner and operator of the Valley Forge Casino Resort in King of Prussia, Pennsylvania, for total cash consideration of approximately $300 million.

  • Represented Boyd Gaming Corporation in its $230 million acquisition of the Cannery Casino Hotel in North Las Vegas as well as the Eastside Cannery Casino and Hotel in the eastern part of the Las Vegas Valley.

  • Representing Boyd Gaming Corporation in its acquisition of Lattner Entertainment Group Illinois, LLC, for total consideration of $100 million. Lattner currently operates nearly 1,000 gaming units in 220 locations across the state of Illinois.

  • Represented Japanese wireless carrier SoftBank in its acquisition of a 78% stake in wireless operator Sprint Nextel for $21.61 billion. This deal is the largest Asian acquisition or investment in the U.S.

  • Represented SoftBank in its $1.26 billion acquisition of a controlling interest in Miami-based Brightstar Corp., the world’s largest specialized wireless distributor.

  • Represented DreamWorks in its joint venture with Technicolor in the formation of a cloud-based content platform for set-top boxes, tablets, and mobile devices.

  • Represented DreamWorks in its joint venture with Infosys for the use of computer animation technology in the design and promotion of consumer goods.

  • Represented Shutterfly in its $460 million acquisition of Tiny Prints.

  • Represented Westcorp in its $3.91 billion acquisition by Wachovia Corp.

  • Represented Novellus Systems in its $3.3 billion acquisition by Lam Research.

  • Represented the Special Committee of USANA’s Board of Directors in $450 million going-private tender offer launched by USANA’s CEO and controlling shareholder.

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