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Menlo Park

About the Office

Davis Polk's Menlo Park office combines the firm's traditional strengths in transactional, advisory and litigation work with an in-depth understanding of the unique attributes of technology companies. The office serves as the focal point for the firm's global technology practice.

The office consists of approximately 50 lawyers, including 12 partners and 3 counsel. Our corporate practice emphasizes capital markets, mergers and acquisitions, corporate governance, IP strategy and counseling, compensation and tax. Our litigators focus on intellectual property disputes, as well as a full range of antitrust, securities and commercial matters. We have been involved in many of the largest and most notable recent mergers and acquisitions transactions and securities offerings involving technology companies. We also have substantial experience in advising managements and boards of directors on corporate defense and governance matters.

Our technology clients range from startups to some of Silicon Valley’s most prominent companies, and include the world’s largest financial institutions and a number of leading private equity firms.

 

 

                

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We are proud to feature some of the trial wins and other victories we have secured for our clients over the last 18 months.

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Recognition

  • Davis Polk’s California litigation practice is “seeing its profile undeniably on the rise” and is “Highly Recommended” – Benchmark Litigation 2012-2015
  • California Antitrust – Chambers USA 2015: “Respected antitrust practice covering the full range of transactional and litigation work. Notable activity in the technology sector while also acting across a range of industries for both domestic and international clients.”
  • Three partners from our Menlo Park office received CLAY Awards (California Attorneys of the Year) for transactional law – California Lawyer 2014
  • Band 1, California Capital Markets: Debt & Equity – Chambers USA 2015: “Formidable and impressive underwriter-side practice alongside significant expertise acting for issuers. Handles the full spectrum of matters including regularly advising on high-yield debt work and major equity offerings.”

M&A

  • In recent years, our Menlo Park lawyers have been involved in a broad range of M&A transactions ranging from small private deals to some of the most significant mergers, acquisitions and joint venture transactions in the technology sector. Recent M&A representations include advising:

    • Special committee of the board of directors of Broadcom, an Irvine, California-based leader and innovator in semiconductor solutions for wired and wireless communications, on its $37 billion acquisition by Avago Technologies, in the largest announced M&A transaction in the history of the semiconductor industry.

    • Daikin Industries, a diversified Japanese manufacturing company and producer of heating, ventilating and air conditioning (HVAC) products, on its $3.7 billion acquisition of Goodman Global, a Houston, Texas-based manufacturer of HVAC products, from affiliates of Hellman & Friedman.

    • Getty Investments on the $3.3 billion acquisition of Getty Images, a creator and distributor of still imagery, video and multimedia products, by The Carlyle Group. Getty Investments is comprised of the Getty family’s interests in Getty Images.

    • Special committee of GSI Commerce board of directors in connection with the company's $2.4 billion acquisition by eBay, a San Jose, California-based online marketplace.

    • Roper Industries, a Sarasota, Florida-based diversified growth company that designs, manufactures and distributes products to a broad range of markets, in connection with its $1.415 billion acquisition of Sunquest Information Systems, a Tucson, Arizona-based provider of a comprehensive suite of clinical and anatomic laboratory software solutions.

    • Blue Coat Systems, a Sunnyvale, California-based provider of web security and WAN optimization solutions, in connection with its $1.3 billion acquisition by an investor group led by Thoma Bravo, a San Francisco, California-based private equity investment firm.

    • Reliance Steel & Aluminum, a Los Angeles, California-based diversified steel company, in connection with its $1.2 billion acquisition of Metals USA Holdings, a Fort Lauderdale, Florida-based provider of a wide range of products and services in the heavy carbon steel, flat-rolled steel, non-ferrous metals and building products markets.

    • Dynacast International, a manufacturer of small, highly complex metal components, and its primary private equity owners on its $1.1 billion acquisition by Partners Group, a private markets investment management firm headquartered in Zurich, Switzerland.

    • LoopNet, an online commercial real estate marketplace, on its $860 million acquisition by CoStar Group, a commercial real estate information company.

    • Ingram Micro, a technology distributor and supply-chain services provider, on its $840 million acquisition of Brightpoint, a provider of device lifecycle services to the wireless industry.

    • Micrel, San Jose, California-based manufacturer of IC solutions for the worldwide high-performance linear and power, LAN and timing and communications markets, on its $839 million sale to Microchip Technology, a Chandler, Arizona-based provider of microcontroller, mixed signal, analog and Flash-IP solutions.

    • Mirion Technologies, a San Ramon, California-based provider of radiation detection products and services, and American Capital and its affiliated funds on the $750 million sale of Mirion Technologies to Charterhouse Capital Partners, a private-equity firm based in London, England.

    • Equinix, a provider of global data center services, on its $689 million acquisition of Switch & Data, a provider of data center and Internet exchange services.

    • GP Investments, a Brazilian private equity firm, in connection with its $400 million sale of Fogo de Chão Churrascaria, a Brazilian steakhouse in the U.S. and Brazil, to Thomas H. Lee Partners.

    • Dialog Semiconductor, a German provider of highly integrated power management, audio and short-range wireless technologies, on its $345 million acquisition of iWatt, a Campbell, California-based provider of digital power management integrated circuits.

    • Affymetrix, a provider of scalable, innovative genomic analysis tools and reagents, on its $330 million acquisition of eBioscience, a provider of innovative, high quality reagents.

    • Tango, a free mobile messaging service and content platform with over 200 registered users on a $280 million round of financing led by Alibaba Group.
  • We have advised Oracle on a range of matters, including its hostile takeover of PeopleSoft and numerous other acquisitions, including Art Technology Group, Phase Forward, GoldenGate Software, Primavera Software, Global Knowledge Software, Hyperion Solutions, Siebel Systems, i-flex and Retek.

  • We advised Comcast on several acquisitions, investments and strategic intellectual property joint ventures with companies such as Microsoft, Motorola, Sony and TiVo.

  • We advised on a series of acquisitions by a wide range of technology and life sciences companies, including Affymetrix, ARM, Blackbaud, Corel, Equinix, Form Factor, Ingram Micro, KLA-Tencor, Roamware, Roper Industries, and Ultra Clean Holdings.

  • We have also advised our clients on sales of a variety of public and private companies, including AMI Semiconductor, Arda Technologies, Getty Images, Mailgun, NetIQ, Palm, Photon Dynamics, PowerDsine and Silicon Graphics.

  • In the private equity space, we advised American Capital, Vector Capital, Francisco Partners and their portfolio companies in numerous acquisitions, joint ventures and related financings. We have also advised several target’s in connection with investments or acquisitions by private equity investors including Blue Coat Systems, E*Trade Financial, MSC.Software, Palm and SMART Modular Technologies.

Capital Markets

  • More than 40 IPOs since 2006 involving a wide variety of technology and life sciences issuers

  • More convertible financings in Silicon Valley than any other firm, working with and for companies like Equinix, Intel, AMD, Xilinx, Affymetrix, NetApp, TIBCO software, VeriSign and Theravance

  • Investment-grade and high-yield debt offerings for Amazon, Comcast, Cisco, Google, Intel, Intuit, Oracle, Spansion and other prominent companies

  • Helped to design innovative employee option transfer programs for Google and Microsoft

Recent capital markets representations include advising:

Debt

  • NBCUniversal on an aggregate of $11.1 billion SEC-registered offerings of senior notes. We also advised NBCUniversal on its SEC-registered consent solicitation and offer to guarantee $400 million of debt securities issued by subsidiaries Universal City Development Partners and UCDP Finance.

  • The joint book-running managers on a $5 billion SEC-registered offering of notes by IntelThis was Intel's debut SEC-registered debt offering. We also advised the lead managers on a subsequent $6 billion SEC-registered notes offering and a previous $2 billion Rule 144A offering of convertible senior notes by Intel.

  • The world’s largest enterprise software company on its $5 billion SEC-registered notes offering.

  • Texas Instruments, one of the world's leading semiconductor designers and manufacturers, on a $3.5 billion and subsequent $1.5 billion SEC-registered offerings of notes.

  • Comcast, a provider of entertainment, information and communication products and services, on an aggregate of $3.5 billion SEC-registered offerings of notes.

  • The joint bookrunners on the $3 billion debut SEC-registered notes offering by Amazon, a global e-commerce platform.

  • The joint book-running managers on a $3 billion SEC-registered offering of notes by GoogleThis was Google's debut SEC-registered debt offering.

  • E*TRADE Financial, an online brokerage, on its $1.3 billion SEC-registered high-yield notes offering.

Equity

  • The joint bookrunners on the $300 million SEC-registered IPO of common stock by Palo Alto Networks, a Santa Clara, California-based company that has pioneered the next generation of network security with its innovative platform that allows enterprises, service providers and government entities to secure their networks and safely enable the increasingly complex and rapidly growing number of applications running on their network. We also advised the lead joint bookrunners on a $302 million SEC-registered secondary offering of common stock of Palo Alto Networks.

  • The initial purchasers on a $600 million Rule 144A offering of convertible senior notes by TIBCO Software, a leading independent provider of middleware and infrastructure software for companies to use on-premise or as part of cloud computing environments.

  • The joint bookrunners on the $264 million IPO of common stock of Splunk, a San Francisco-based provider of an innovative software platform that enables organizations to gain real-time operational intelligence by harnessing the value of their data. We also advised the joint bookrunners on a $332 million follow-on offering of common stock of Splunk.

  • Angie’s List, an Indiana-based company that collects consumer reviews on local contractors and doctors in more than 550 service categories, on its $131 million SEC-registered IPO of common stock and its $110 million follow-on offering of common stock.

  • Pandora Media, provider of Internet radio services in the United States, on its $235 million SEC-registered IPO of common stock.

  • AVG Technologies on its $128 million IPO of ordinary shares. Based in Amsterdam, AVG engages in the development and sale of Internet security software and online service solutions.

  • The lead book-running manager on the $123 million IPO of Yelp, a local guide that connects customers with local businesses.

Antitrust, Securities, Commercial and White Collar Litigation

  • Obtained dismissal of antitrust claims brought by a class of indirect purchasers of SD card flash memory devices.  Davis Polk represents SD-3C, a joint venture of Panasonic, SanDisk and Toshiba that licenses IP rights necessary to manufacture SD flash memory cards. The purported class action alleged that a “fair market price” royalty provision in the license agreement between SD-3C and manufacturers of SD cards constituted naked price-fixing.
  • Obtained summary judgment in favor of T-Mobile in connection with a consolidated, multidistrict litigation alleging that four wireless carriers (T-Mobile, AT&T, Sprint and Verizon), along with the industry trade association, fixed prices on per-use text messages. The plaintiffs represented a class of over 100 million U.S. consumers and sought several billion dollars in damages. The grant of summary judgment was affirmed on appeal and the plaintiffs’ petitions for rehearing and for certiorari were denied.
  • Represented Dialog Semiconductor in litigation related to earnout provisions in its acquisition of iWatt. Plaintiffs asserted claims for breach of contract, fraud, breach of the implied covenant of good faith and fair dealing, and negligent misrepresentation. Davis Polk successfully moved to dismiss all claims except the claim for breach of contract, and ultimately reached a very favorable (pennies on the dollar) settlement with the plaintiffs over the remaining claim. 
  • Obtained a dismissal  of all claims filed against current and former directors of Orexigen Therapeutics in connection with California State and federal derivative litigation relating to the award of equity compensation.
  • Successfully representing Innolux Corporation in connection with a number of matters across the country involving claims of price-fixing of liquid crystal display, or LCD, panels.  The cases included dozens of class actions coordinated in an MDL proceeding, actions by numerous state attorneys general, and separate cases brought by large individual purchasers, including manufacturers like Dell, HP, Motorola, and retailers like Best Buy, Costco and Target.  Davis Polk has negotiated favorable settlements of class actions brought by both direct purchasers and indirect purchasers and resolved the claims of most state attorneys general.  The firm also helped convince a federal district court to grant summary judgment to the defendants on the vast majority of Motorola’s claims. 
  • Served as lead trial counsel for T-Mobile in a consolidated litigation alleging a conspiracy with the other national wireless carriers to require machine-generated text messages to be sent in bulk using common short codes (CSCs) at inflated rates, in violation of the antitrust laws. An arbitration panel issued an order granting T-Mobile’s motion to dismiss all claims that accrued prior to April 2011, substantially reducing the scope of claimants’ damages claims. 
  • Represented Credit Suisse Securities in connection with securities litigation relating to the $344 million acquisition of Celera Corporation by Quest Diagnostics.  Credit Suisse’s motion to dismiss the complaint was granted in its entirety and the plaintiffs thereafter repleaded, asserting claims under Section 12 of the Securities Exchange Act. The case was ultimately settled in advance of trial.
  • Represented Comcast in winning dismissal of antitrust claims by a purported class of cable subscribers arising from Comcast’s acquisition of cable systems in the Boston and Chicago metropolitan areas.  The Boston and Chicago cases were dismissed with prejudice and a similar action on behalf of a class of Philadelphia subscribers was settled favorably.
  • Successfully represented a large law firm in two legal malpractice cases claiming damages in excess of $500 million.

  • Successfully represented affiliates of Comcast Corporation, as well as the San Francisco Giants, in defending claims brought in California State court by the Golden State Warriors  alleging breach of the Warriors’ broadcast rights agreement. The case was dismissed with prejudice.
  • Davis Polk has provided advice to multiple California technology companies regarding shareholder demands, internal investigations, and Foreign Corrupt Practices Act and domestic bribery issues, including in connection with ongoing DOJ and SEC investigations.
      

Intellectual Property Litigation

  • Represent Comcast Corporation in four patent infringement lawsuits against Sprint Communications Co. LP pending in federal courts across the country relating to telephony, video and Internet services. We recently obtained back-to-back wins for Comcast:
        • A federal district court denied Sprint’s motions for judgment as a matter of law and a new trial that sought to overturn a jury verdict that found that Sprint had infringed three Comcast patents and awarded $7.5 million in damages. The court also granted Comcast an additional $1.69 million in pre-judgment interest as well as post-judgment interest and an on-going royalty to be determined at a later date.
        • The district court also granted Comcast’s motion for judgment as a matter of law and overturned a jury verdict that Sprint had obtained in the second trial between the two companies.  The order gave Comcast a complete victory, finding non-infringement as to all accused networks on all asserted claims. The court also granted Comcast’s motion for a new trial.
  • Represent Aetna Inc. and its subsidiaries ActiveHealth Management, Inc. and Medicity, Inc. in a patent infringement suit brought by HealthTrio, LLC. The court granted Aetna’s motion for judgment on the pleadings and found all 497 patent claims contained in the 10 asserted patents invalid as drawn to ineligible subject matter. The Court’s order brought to an end a nearly three-year litigation that targeted a significant portion of Aetna’s healthcare informatics business.
  • Represented Transcend Medical, Inc., an innovator in the field of Micro-Invasive Glaucoma Surgery, in a patent suit against Glaukos Corporation. A federal district court granted Transcend’s motion for summary judgment of non-infringement on all asserted claims, finding that no reasonable juror could find that Transcend’s CyPass Micro-Stent is infringing. The trial court also granted Transcend’s motion for summary judgment motion of invalidity in part, finding that eight of the asserted patent claims are indefinite.
  • Obtained a jury verdict of infringement and an award of $45.8 million as well as several favorable settlements in favor of our client, VNUS Medical Technology, in patent infringement litigation in connection with a non-surgical endovenous treatment to eliminate varicose veins.
  • Represented Yahoo! in patent-infringement litigation filed against the company by Xerox, which claimed that certain of Yahoo!’s Internet advertising services infringed Xerox patents.