Michael G. O'Bryan

Michael G. O'Bryan

Education

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

Bar Admissions

California

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 is also recommended as a leading lawyer by Best Lawyers in America (2013‑2020) and 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.

Global Investment Bank
Represented a global investment bank in its role as financial advisor to a publicly-listed software provider in its acquisition of a publicly-listed provider of enterprise cloud commerce solutions.


Takara Bio Inc.
Represented Takara Bio, Inc. in the company’s acquisition of publicly-held genomics technology company WaferGen Bio-systems.


Tsinghua Unigroup’s 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's 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 in a 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's 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'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.


Fortunet Going Private Transaction
Represented the special committee of Fortunet, Inc., in its acquisition by its majority shareholder.


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.


Mentor's $1.1 Billion Acquisition by Johnson & Johnson
Represented Mentor Corporation in its $1.1 billion merger with Johnson & Johnson.


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.


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.


Global Investment Bank’s Acquisition of an Enterprise Cloud Commercial Solutions Provider
Represented a global investment bank in its role as financial advisor to a publicly–listed software provider in its acquisition of a publicly–listed provider of enterprise cloud commerce solutions.


Takara Bio Inc. 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’s 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's 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 in a 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's 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'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.


Fortunet Going Private Transaction
Represented the special committee of Fortunet, Inc., in its acquisition by its majority shareholder.


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.


Mentor's $1.1 Billion Acquisition by Johnson & Johnson
Represented Mentor Corporation in its $1.1 billion merger with Johnson & Johnson.


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.


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.


Mr. O’Bryan is recommended as a leading lawyer in Legal 500 US 2016, where he is described as “a very seasoned M&A lawyer with a depth of technical expertise.”  He is also recommended as a leading lawyer by Chambers USA (2012– 2015), Best Lawyers In America (2013–2020), and Super Lawyers (every year since 2009), and is recognized in Who’s Who Legal – The International Who’s Who of Mergers & Acquisitions Lawyers.

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