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)

Bar Admissions

California

Michael O’Bryan is a partner in the firm’s Corporate Department. His practice focuses 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. Mr. O’Bryan has worked extensively with clients across a variety of industries, including in technology, software, telecommunications, Internet, consumer, and health care/life sciences sectors.

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 (2013–2016), 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, Mr. O’Bryan 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.

Mr. O’Bryan 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. Mr. O’Bryan 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.

Mr. O’Bryan received B.A. degrees in history and economics, with highest distinction and high honors, from the University of Michigan. He received his J.D. degree cum laude from Harvard Law School, where he was an editor of the Harvard International Law Journal. He serves on the executive committee of the board of directors of the Japan Society of Northern California.

Representative transactions handled by Mr. O'Bryan appear below.  To view a more complete list see Matters.

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
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.
Crowley Maritime's Acquisition by Controlling Shareholder
The special committee of Crowley Maritime Corporation, in the acquisition by its controlling shareholder of the remaining shares of the company.
Infogrames' Acquisition of Atari
Represented Infogrames Entertainment, the 51% shareholder of Atari, Inc., in its acquisition by its controlling shareholder of the remaining interests in Atari.
Sumitomo Heavy Industries' Unsolicited Offer for Axcelis
Represented Sumitomo Heavy Industries and TPG, in an unsolicited proposal to buy semiconductor equipment maker Axcelis Technologies Inc. for about $640 million with debt.
American Pharmaceuticals Partners' Acquisition of American Biosciences
Represented American Pharmaceutical Partners, in its $4.1 billion acquisition of its majority shareholder, American BioSciences.
Restoration Hardware's Acquisition by Catterton Partners.
Represented Restoration Hardware in its 2008 sale for $267 million to a group of private equity investors lead by Catterton Partners, a private equity firm based in Greenwich, Conn.
Saifun's Acquisition by Spansion
Represented Saifun Semiconductor Ltd., an Israeli company, in its $368 million acquisition by Spansion, Inc.
Oracle's Acquisition of SPL WorldGroup Holdings
Represented Oracle Systems Corporation, in its acquisition of SPL WorldGroup Holdings, LLC, an enterprise software company which targets major utilities.
Penthouse Media Group's Acquisition of Various, Inc.
Penthouse Media Group, Inc., in its acquisition of Various, Inc. (the operator of the AdultFriendFinder and other websites) for approximately $500 million.
Del Monte's Acquisition of Milk Bone
Represented Del Monte Foods, in its $580 million acquisition of the Milk-Bone brand and other assets from Kraft.
724 Solutions in a Going Private Transaction
Represented 724 Solutions, in a going private transaction by one of 724’s principal shareholders.
Chalone Wine Group Acquisition
Represented Chalone Wine Group, in the proposed acquisition by its majority shareholder and subsequent sale to a topping bidder.
Inamed's Business Combination with Allergan
Represented Inamed, in its $3.4 billion business combination with Allergan, and its prior proposed merger with Medicis.
Aksys' Poison Pill and Defensive Measures
Aksys, Ltd., in connection with claims regarding the unsolicited acquisition of a majority interest in the company and related issues regarding the company’s poison pill and other defensive measures.
Westaff's Acquisition by Select Staffing
Westaff, in connection with an unsolicited offer by Koosharem Corporation (a/k/a Select Staffing) to acquire Westaff.

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 (2013–2016), 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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