Mike advises 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. He works with clients across a variety of industries, including in the technology, software, telecommunications, Internet, consumer, and health care/life sciences sectors.
Clients in 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 2020 the publication named him a “Lawyer of the Year” for M&A. He is also recommended as a leading lawyer by Super Lawyers (every year since 2009), and is recognized in Who’s Who Legal – The International Who’s Who of Mergers & Acquisitions Lawyers.
Prior to 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 executive committee of the board of directors of the Japan Society of Northern California.
Mike 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.
He is the author or co–author of numerous articles and speaks regularly on M&A and related topics, such as “Financial Advisor Held Liable for Aiding and Abetting Target Board’s Breach of Fiduciary Duties,” “Lessons of Trados,” “In Delaware, Privilege Goes to the Buyer,” “Green Energy Cross–Border M&A,” “Changes in Poison Pill Terms,” “Hostile Takeovers and Shareholder Activism,” and “Keeping Up with Good Faith; Minimizing the Risk of Personal Liability.” He is the co–author of the firm’s Guide to U.S. Privatizations (published in English and Chinese) and the firm’s Infopak on Shareholder Merger Litigation Against Public Companies.
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05 Oct 2017
21 Mar 2017
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.
Advised Xpansiv Data Systems, Inc. in its merger with Commodity Bourses Limited (CBL), an Australian company operating as CBL Markets.
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.
Represented Spark Networks, a leading global dating company with a portfolio of premium brands, in its merger with Affinitas GmbH and acquisition of Zoosk.
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 Takara Bio, Inc. in the company’s acquisition of publicly–held genomics technology company WaferGen Bio–systems.
Represented Tsinghua Unigroup, in its $1.8 billion acquisition of Shanghai–based fabless IC developer Spreadtrum, one of China’s leading semiconductor companies.
Represented Altera Corporation, in its $141 million acquisition of power conversion systems‑on‑chip (PowerSoCs) provider Enpirion, Inc.
Represented the Special Committee of 99 Cents Only Stores, in a $1.6 billion “going private” transaction.
Represented Sonic Solutions, in its $720 million acquisition by Rovi Corporation.
Represented Intel Corporation, in its $7.7 billion acquisition of McAfee, Inc., the world's largest dedicated security technology company.
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.
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.
Represented the special committee of Fortunet, Inc., in its acquisition by its majority shareholder.
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.
Represented Mentor Corporation in its $1.1 billion merger with Johnson & Johnson.
Represented Credence Systems Corporation, in its merger of equals with LTX Corporation, both providers of automated test equipment for the worldwide consumer semiconductor industry.
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.
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