Robert S. Townsend

Robert S. Townsend

Partner

San Francisco, (415) 268-7080

Education

University of California, Berkeley (B.S., 1978)
Stanford Law School (J.D., 1984)

Bar Admissions

California

Robert Townsend is co-chair of Morrison & Foerster's Global M&A Practice Group. He has extensive transactional experience in the fields of M&A, securities law, technology and intellectual property matters, leveraged buyouts, and venture capital.

Mr. Townsend has represented clients in more than 200 public and private company acquisitions, strategic alliances, and financings, including numerous multi-billion dollar transactions. He represents companies operating in a broad range of industries, including technology (semiconductors, software, computers, Internet), telecommunications, media, consumer products, healthcare, life sciences, cleantech, energy, and wine. Mr. Townsend has experience in all aspects of M&A, including hostile and friendly public company transactions, public and private tender offers, 13e-3 transactions, carve-outs, and divestitures, and private company acquisitions. Mr. Townsend often advises on complex cross-border transactions, particularly those involving Japan, where he practiced for a number of years. His experience includes advising:

  • 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.
  • Broadcom Corporation’s co-founder, who held approximately 25% of the voting shares of Broadcom due to his holding Class B shares that had 10x voting rights, in Broadcom’s $37 billion acquisition by Avago Technologies, for an enterprise value of approximately $77 billion.
  • SoftBank in its acquisition of a 78% stake in wireless operator Sprint Nextel for an enterprise value of $44.8 billion, representing the largest-ever Asian acquisition or investment in the U.S. The deal, described in the Wall Street Journal as one of “the most complex and unusual deals in the annals of takeovers,” was named Global M&A Deal of the Year in 2013 by The American Lawyer.
  • SoftBank in connection with Sprint's $4 billion acquisition of a 50% stake in Clearwire Corporation, for an enterprise value of approximately $14 billion.
  • Intel Corporation in a number of transactions, including its $7.7 billion acquisition of McAfee, its $4.1 billion investment in ASML, its $1.5 Billion investment in Tsinghua Unigroup’s Semiconductor Business, its $1.4 billion acquisition of the Wireless Solutions business unit of Infineon Technologies, its $1 billion acquisition of Wind River Systems, its $740 million investment in Cloudera, and its $650 million acquisition of LSI’s Axxia Networking Business.
  • Novellus Systems, Inc. in its $3.3 billion stock for stock merger of equals with Lam Research.
  • The Board of Directors of Polycom, Inc. in the company’s $2 billion all-cash merger with Siris Capital Group LLC and the company's previously announced $1.6 billion cash and stock merger agreement with Canadian telecommunications company Mitel Networks Corp. The team advised the board to an unusual and advantageous outcome where the board determined the private equity sponsor deal to be superior to the prior strategic deal with Mitel, leading to the termination of the Mitel deal and acceptance of the Siris deal without litigation.
  • VMware in its $1.54 billion cash acquisition of AirWatch.
  • McKesson Corporation in its acquisitions of Vantage Oncology, LLC and Biologics, Inc. for a combined value of $1.2 billion.
  • Pinnacle Entertainment, Inc. in its bid to acquire Ameristar Casinos, Inc. in an all-cash merger, with a total enterprise value of $2.8 billion.
  • An independent Valuation Committee of the Board of Directors of Caesars Entertainment Corporation in a strategic transaction, anticipated to be valued at approximately $1.2 billion to create Caesars Growth Partners, LLC, a new growth and development venture.
  • The Clorox Company in its $950 million all-cash acquisition of Burt's Bees.

To view a more complete list see Matters.

In addition to his extensive M&A experience, Mr. Townsend has represented numerous public and private companies and investors in corporate and finance matters and regularly advises CEOs, Boards of Directors and Special Committees in strategic and corporate governance issues.

Mr. Townsend is widely recognized for his M&A acumen by leading independent authorities. He is recommended as a leading lawyer in Chambers USA, where clients have asserted that he is “highly responsive and provides great client service,” “a highly tactical M&A lawyer with deep expertise in Asian deals,” “extremely knowledgeable about recent trends and cases,” and “widely acknowledged for his expert work in high-value transactions.” Mr. Townsend’s honors include:

  • Recommended as a leading lawyer by Chambers USA, Legal 500 US, and IFLR1000
  • Named a Law360 MVP for M&A in 2013 and 2016
  • Named one of the Top 100 Lawyers in California by The Daily Journal in 2013 and 2016
  • Selected as the “Dealmaker of the Week” by The American Lawyer in 2013 for his work on the Sprint/Softbank deal, which the publication designated as the ”Global M&A Deal of the Year, U.S.”
  • Named Global M&A Lawyer of the Year in 2014 by the Major Markets M&A Atlas Awards
  • Named “Dealmaker of the Year” by the M&A Advisor
  • Honored as a “California Lawyer of the Year” (“CLAY”) for transactional law
  • Recognized as a BTI Client Service All-Star
  • Named as one of U.S. News and World Report’s Best Lawyers in America in the field of Corporate Law and M&A Law (2008-present)

In addition to co-chairing the Morrison & Foerster’s Global M&A Practice Group, Mr. Townsend is a member of the firm’s Executive Committee, board of directors and Compensation Committee.

724 Solutions, Inc. in its IPO
Represented 724 Solutions, a Canadian wireless application service provider company in filing an initial public offering on Form F-1 in the United States.
Broadcom’s co-founder in the company’s acquisition by Avago
Represented Broadcom Corporation’s co-founder, who held approximately 25% of the voting shares of Broadcom due to his holding Class B shares that had 10x voting rights, in Broadcom’s $37 billion acquisition by Avago Technologies, for an enterprise value of approximately $77 billion.
The Chalone Wine Group, Ltd. in connection with going private transaction
Special counsel to the Chalone Wine Group, Ltd., a NASDAQ-quoted company, in connection with a going private transaction and subsequent sale for over $100 million.
The Clorox Company in its carveout sale of auto-related business
Represented The Clorox Company in the carveout sale of its auto-related business to Avista Capital Partners, a New York private equity firm, for $780 million.
The Clorox Company in its acquisition of Burt's Bees
Represented The Clorox Company in its $950 million all-cash acquisition of Burt's Bees, a leader in natural personal care consumer products.
Intel in its acquisition of a Dutch chip manufacturer
Represented Intel Corporation in its $4.1 billion investment in ASML, a Dutch chip manufacturer.
Intel in its acquisition of LSI’s Axxia Networking Business
Advised Intel Corporation in its $650 million acquisition in Axxia Networking Business, a leading designer, developer and global supplier of a broad range of analog semiconductor devices with a focus on III-V based products and complex digital and mixed signal CMOS based devices.
Intel in its acquisition of McAfee
Represented Intel Corporation in its largest acquisition ever, the $7.7 billion acquisition of McAfee, Inc., the world's largest dedicated security technology company.
Intel in its acquisition of Infineon’s WLS business unit
Represented Intel Corporation in its acquisition of the Wireless Solutions business (WLS) unit of German chip maker Infineon Technologies AG for $1.4 billion.
Intel in its acquisition of Wind River
Represented Intel Corporation (NASDAQ: INTC) in its $1 billion acquisition of Wind River Systems (NASDAQ: WIND), a software vendor in embedded devices through a public tender offer. The transaction was recognized as Merger/Acquisition of the Year 2009 by San Francisco Business Times.
McKesson in its acquisitions of Vantage and Biologics
Represented McKesson Corporation in its acquisitions of Vantage Oncology, LLC and Biologics, Inc. for a combined value of $1.2 billion.
Novellus Systems in its merger with Lam Research
Represented Novellus Systems, Inc. in its $3.3 billion merger with Lam Research.
Pinnacle in its acquisition of Ameristar Casinos
Represented Pinnacle Entertainment, Inc., a NYSE-listed casino owner/operator, in its bid to acquire NASDAQ-listed Ameristar Casinos, Inc. in an all-cash merger, with a total enterprise value of $2.8 billion, including debt of $1.9 billion and cash on hand of $116 million.
Polycom’s Board of Directors in the company’s merger with Siris Capital
Represented the Board of Directors of Polycom, Inc. in the company's $2 billion all-cash merger with Siris Capital Group LLC and the company's previously announced $1.6 billion cash and stock merger agreement with Canadian telecommunications company Mitel Networks Corp. The team advised the board to an unusual and advantageous outcome where the board determined the private equity sponsor deal to be superior to the prior strategic deal with Mitel, leading to the termination of the Mitel deal and acceptance of the Siris deal without litigation.
Scharffen Berger Chocolate Maker, Inc. in its sale to The Hershey Corporation
Represented Scharffen Berger, a first-tier chocolate manufacturer, in its acquisition by The Hershey Corporation.
Sebastiani Vineyards Inc. in the $300 million sale of winemaking division and marketing arm
Represented Sebastiani Vineyards in the sale of its main winemaking division and marketing arm to Constellation, for approximately $300 million.
SoftBank in Sprint's acquisition of Clearwire
Represented SoftBank in connection with Sprint's $4 billion acquisition of the approximately 50 percent stake in Clearwire Corporation that Sprint does not already own for a total enterprise value of approximately $14 billion.
SoftBank in its acquisition of Sprint Nextel
Represented Japanese wireless carrier SoftBank in its acquisition of a 78% stake in wireless operator Sprint Nextel for an enterprise value of $44.8 billion. This deal is the largest Asian acquisition or investment in the U.S.
Strategic transaction to create Caesars Growth Partners
Represented an independent Valuation Committee of the Board of Directors of Caesars Entertainment Corporation in a strategic transaction, anticipated to be valued at approximately $1.2 billion to create Caesars Growth Partners, LLC, a new growth and development venture.
Thomson (Technicolor) in its cross-border acquisition of Canopus Co., Ltd.
Represented Thomson (Technicolor) (NYSE: TMS) in its cross-border acquisition of Canopus Co., Ltd., a Japanese publicly traded company, through a private acquisition of one-third of the company's shares from its founder and his immediate family for cash and stock, and a simultaneous cash public tender offer for the remaining shares.
Thomson S.A. in its acquisition of Panasonic Disc Services Corp.
Represented Thomson's subsidiary Technicolor in its acquisition of Panasonic Disc Services Corp. (PDSC), a subsidiary of Japan's Matsushita Electric Industrial Co., for approximately $500 million. Thomson S.A./Technicolor.
Thomson S.A. in its divestiture of Audiovox Corporation
Represented Thomson (NYSE: TMS) in the divestiture of its accessories business to Audiovox for approximately $90 million.
Thomson S.A. in its acquisition of Gyration
Represented Thomson (NYSE: TMS) in its acquisition of Gyration in a reverse triangular merger for approximately $20 million.
Thomson S.A. in its acquisition of ParkerVision
Represented Thomson Broadcast & News Media Solutions, a subsidiary of French conglomerate and client Thomson S.A., in its approximately $14 million cash purchase of the video division of ParkerVision, a NASDAQ company based in Florida.
Thomson S.A. in its acquisition of Grundig (Digital Intermedia Systems ("DIS"))
Represented Thomson (NYSE:TMS) in its acquisition of DIS, the U.K-based set-top business and set-top hardware and software development divisions, of German manufacturer Grundig.
VMware in its acquisition of AirWatch
Represented VMware in its $1.54 billion acquisition of AirWatch, a privately held mobile device management provider.
VMware in EMC’s acquisition by Dell
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.
  • Named “Dealmaker of the Year” by the M&A Advisor
  • Named a Law360 MVP for M&A in 2013 and 2016
  • Named one of the Top 100 Lawyers in California by The Daily Journal in 2013 and 2016
  • Named Global M&A Lawyer of the Year in 2014 by the Major Markets M&A Atlas Awards
  • Honored as the “California Lawyer of the Year” (“CLAY”) for transactional law
  • Recommended as a leading lawyer by Chambers USA 2013–2016, Legal 500 US 2013–2016, and IFLR1000 2014 and 2016
  • Selected as the “Dealmaker of the Week” by The American Lawyer in 2013 for his work on the Sprint/Softbank deal, which they designated as the ”Global M&A Deal of the Year, U.S.”
  • Selected as one of the “2010 Attorneys of the Year” by The Recorder
  • Named as one of the Best Lawyers in America in the field of Corporate Law and M&A Law (2008-present)
  • Recommended as a leading lawyer by PLC Which lawyer?, Euromoney’s Expert Guides and Super Lawyers 2009
  • Recognized as a BTI Client Service All-Star 2009
  • Recognized by his peers as a “Highly Recommended Practitioner: Corporate Finance, M&A, and Joint Ventures” in the Mergers and Acquisitions Global Counsel Handbook for the past few years

Law 360 MandA MVP


Daily Journal Top 100 Lawyers in California


Ranked in Chambers USA 2016 - Leading Individual


Robert Townsend Recognized by Best Lawyers America 2017


Daily Journal Top 100 Lawyers in California


Law 360 MandA MVP

Email Disclaimer

Unsolicited e-mails and information sent to Morrison & Foerster will not be considered confidential, may be disclosed to others pursuant to our Privacy Policy, may not receive a response, and do not create an attorney-client relationship with Morrison & Foerster. If you are not already a client of Morrison & Foerster, do not include any confidential information in this message. Also, please note that our attorneys do not seek to practice law in any jurisdiction in which they are not properly authorized to do so.

©1996-2017 Morrison & Foerster LLP. All rights reserved.