Technology

Centered in our Silicon Valley office, Davis Polk’s Global Technology Group includes lawyers from all 10 of our strategically located offices, affording us a truly global perspective in our representation of technology companies throughout the world. Our lawyers combine the firm’s traditional strengths in transactional, advisory and litigation work with an in-depth understanding of the characteristic attributes of technology companies, uniquely positioning us to render sophisticated legal advice on some of the sector’s most complex and novel matters. Davis Polk’s clients range from the world’s leading established technology companies to smaller and midsize startups, providing us with a comprehensive understanding of the central issues facing technology companies.

Our experience reaches across the sector, including semiconductors, software, social media, cloud computing, capital equipment, telecommunications, electronic entertainment, biotechnology, medical devices and the health sciences. We also advise many financial institutions and private equity investors who are active in this space.

We have advised on some of the industry's most high-profile transactions. View our recent experience in:

Capital Markets

INITIAL PUBLIC OFFERINGS/EQUITY OFFERINGS

  • Yandex ($1.4 billion). We advised the underwriters on the $1.4 billion SEC-registered IPO of Class A shares by Yandex, the leading Internet company in Russia. This was the biggest technology IPO worldwide in 2011. 

  • Splunk ($264 million). We advised 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 SEC-registered offering of common stock of Splunk.

  • NXP Semiconductors ($476 million). We advised the lead managers on the $476 million SEC-registered IPO of common stock of NXP Semiconductors, a Dutch provider of applications-specific semiconductors. 

  • Palo Alto Networks ($300 million). We advised the joint bookrunners on the IPO of common stock of Palo Alto Networks, a company that 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.

  • Pandora Media ($235 million). We advised Pandora Media, the leader in Internet radio in the United States, on its $235 million SEC-registered IPO of common stock. 

  • Solazyme ($227 million). We advised Solazyme on its $227 million SEC-registered IPO of common stock. Headquartered in San Francisco, California, Solazyme is a renewable oil and bioproducts company.

  • 21Vianet ($244 million). We advised the joint bookrunners on the $224 million SEC-registered IPO of American Depositary Shares by 21Vianet, a carrier-neutral Internet data center services provider in China.

  • Angie’s List ($131 million). We advised 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 

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

  • Yelp. We advised the underwriters on the IPO of Class A and B common stock by Yelp, an online urban city guide.

  • EPAM Systems ($83 million). We advised EPAM Systems on its $83 million SEC-registered IPO of common stock. Based in Pennsylvania, EPAM is a leading global IT services provider focused on complex software product development services with delivery centers located across Central and Eastern Europe and the Commonwealth of Independent States.

CONVERTIBLE OFFERINGS

  • Intel ($2 billion). We also advised the lead managers on a $2 billion Rule 144A convertible senior notes offering by Intel

  • Microsoft ($1.25 billion). We advised the initial purchasers on a $1.25 billion Rule 144A offering of zero coupon convertible senior notes and associated capped call transactions by Microsoft – this transaction represents the largest market cap ever in the convertible market; the second-largest capped call ever executed; and the first “AAA” rated convertible offering since 2002.

  • Novellus Systems ($700 million). We advised Novellus Systems, a leading provider of advanced process equipment for the global semiconductor industry, on its $700 million Rule 144A offering of senior convertible notes.

HIGH-YIELD OFFERINGS

  • NXP Semiconductors ($1 billion). We advised the initial purchasers on a $1 billion Rule 144A/Regulation S offering of high-yield senior secured notes by NXP Semiconductors, a Dutch provider of application-specific software. 

  • iPayment ($525 million). We advised the representative of the initial purchasers in connection with $525 million aggregate of high-yield notes by iPayment, a leading provider of credit and debit card payment processing services. 

  • Nuance Communications. We advised the joint bookrunners on a $700 million Rule 144A/Regulation S high-yield senior notes offering and a subsequent $350 million high-yield notes offering by Nuance Communications, a leading provider of voice and language solutions used in health care, mobile, consumer, enterprise customer service and imaging markets around the world.

  • Spansion ($200 million). We advised the initial purchasers on a $200 million Rule 144A/Regulation S offering of high-yield senior notes by Spansion, a leading designer, manufacturer and developer of flash memory semiconductors.

INVESTMENT-GRADE OFFERINGS

  • Intel ($5 billion). We advised the joint book-running managers on a $5 billion SEC-registered offering of notes by Intel. 

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

  • Amazon ($3 billion). We advised the joint bookrunners on the $3 billion debut SEC-registered notes offering by Amazon, the world's leading online retailer.

  • Google ($3 billion). We advised the joint book-running managers on a $3 billion SEC-registered offering of notes by Google – this transaction represents Google’s debut SEC-registered debt offering. 

  • Adobe Systems ($1.5 billion). We advised Adobe Systems, one of the largest and most diversified software companies in the world, on its SEC-registered debt offering of $1.5 billion of notes. 

  • Baidu ($1.5 billion). We advised the joint bookrunners on the $1.5 billion debut SEC-registered notes offering by Baidu, the leading Chinese language Internet search provider.

M&A

  • TE Connectivity. We advised TE Connectivity on its $2.1 billion acquisition of Deutsch Group; $1.25 billion acquisition of ADC Telecommunications; and $675 million sale of its Wireless Systems business to Harris Corporation. 

  • GSI Commerce ($2.4 billion). We advised the special committee of the board of directors of GSI Commerce in connection with its $2.4 billion acquisition by eBay. 

  • Shanda. We advised Shanda Interactive Entertainment management on a $2.3 billion going-private transaction; $100 million investment in Ku6 Media, a Chinese online video company; and $46 million acquisition of a 51% controlling interest in Hurray!, a Chinese Internet company. 

  • Baidu ($1.9 billion). We advised Baidu, a leading Chinese-language Internet search provider, on its pending $1.9 billion acquisition of 91 Wireless Websoft, a Chinese mobile software developer and operator of smartphone application distribution platforms, community websites and other products for smartphone users.

  • Palm ($1.4 billion). We advised Palm on its $1.4 billion sale to Hewlett-Packard Company and $100 million equity investment in preferred stock by Elevation Partners. 

  • Blue Coat Systems ($1.3 billion). We advised Blue Coat Systems in connection with its $1.3 billion sale to an investor group led by Thoma Bravo and $268 million acquisition of Packeteer, a WAN Application Delivery company. 

  • Symantec ($1.28 billion). We advised Symantec on its $1.28 billion cash acquisition of the authentication and identity security business of VeriSign. 

  • LoopNet ($860 million). We advised LoopNet in the $860 million acquisition by CoStar Group. 

  • Ingram Micro ($840 million). We advised 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 devices industry.

  • Equinix. We advised Equinix on the $689 million acquisition of Switch & Data Facilities Company; $127 million acquisition of a 90% stake in ALOG Data Centers do Brasil; and $75 million sale of 16 data centers located throughout the United States to a group of investors. 

  • MediaMind ($517 million). We advised MediaMind Technologies on the $517 million acquisition by DG FastChannel and $58 million SEC-registered IPO. 

  • Dialog Semiconductor ($345 million). We advised 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.

  • Tango. We have advised Tango, a free mobile messaging service and contact platform with over 200 registered users, on a $280 million round of financing led by Alibaba Group.

Private Equity

  • Vector Capital ($282 million). We advised Vector Capital on its $282 million acquisition of Gerber Scientific, a Tolland, Connecticut-based supplier of sophisticated automated manufacturing systems for the sign-making, specialty graphics, packaging, apparel and industrial industries. 

  • General Atlantic ($3 billion). We advised General Atlantic as the largest shareholder in connection with the $3 billion sale of its portfolio company Emdeon, a Nashville, Tennessee-based health care technology company, to Blackstone. 

  • Texas Instruments ($3 billion). We advised Texas Instruments on the $3 billion sale of its sensors and controls business to affiliates of Bain Capital. We also negotiated IP cross-licenses between Texas Instruments and Bain. 

  • Abax Global Capital ($775 million). We advised Abax Global Capital in connection with the $775 million going-private transaction of Harbin Electric led by Tech Full Electric Company, an acquisition vehicle owned by the Chairman and CEO of Harbin Electric, Mr. Tianfu Yang, certain other members of Harbin Electric’s management and Abax Global Capital. 

  • SMART Modular Technologies ($645 million). We advised SMART Modular Technologies, an independent designer, manufacturer and supplier of electronic sub-systems to original equipment manufacturers, on its $645 million acquisition by Silver Lake. 

  • MSC Software ($360 million). We advised MSC.Software, an application software company, on its $360 million acquisition by Symphony Technology Group. 

  • Tailwind Capital Partners. We advised Tailwind Capital Partners on its initial majority investment in SDI Health, a Plymouth Meeting, Pennsylvania-based health care analytics provider, and subsequent sale of SDI Health to IMS Health, a provider of information solutions to the pharmaceutical and health care industries.

Intellectual Property

  • Symantec ($1.28 billion). We advised Symantec on its $1.28 billion cash acquisition of the authentication and identity security business of VeriSign. As part of this asset carve-out transaction, we provided extensive diligence and risk assessment. In addition, the parties entered into multiple IP license agreements and transition services arrangements. 
  • Morgan Stanley. We advised Morgan Stanley on its sale of its asset management and hedge fund businesses and certain proprietary trading groups, including transfer of specific software and technology assets and the negotiation of certain transition services and commercial arrangements. 
  • Gupo Aval ($1.9 billion). We advised Grupo Aval, the largest financial conglomerate in Colombia, on software licensing arrangements in connection with its $1.9 billion acquisition of BAC Credomatic, a Central American banking group, from GE Capital. 
  • Emerson. We advised Emerson on its sale of LANDesk, an IT system management and security software provider, including review and analysis of multiple third-party agreements and negotiation of a transition services agreement.
  • Arm Holdings ($350 million). We advised ARM Holdings, a U.K. developer and supplier of semiconductor intellectual property, in connection with its leading participation in a consortium of major technology companies affiliated with Allied Security Trust that acquired the rights to MIPS Technologies’ patent portfolio for $350 million, of which ARM contributed $168 million. The MIPS patent portfolio included 580 patents and patent applications covering microprocessor design, system-on-chip design and other related technology fields.

Litigation and Compliance

  • Dialog Semiconductor. We 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. 
  • Innolux Corporation. We successfully represented 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. 

  • LG Electronics. We represent LG Electronics against a coordinated MDL federal antitrust proceeding, encompassing over 30 nationwide class actions, that alleges a global price-fixing conspiracy in the market for optical disk drives and claims potential overcharges in excess of $1 billion. 

  • Callidus Software. We represented Callidus Software against patent infringement litigation filed by Versata Software in the District of Delaware. Versata alleged infringement of two patents by various Callidus Software products and services. 
  • Sony Corporation. We represented Sony Corporation in connection with the enforcement of various Sony patents relating to its consumer electronics technology. 

  • SD-3C. We obtained a dismissal of antitrust claims brought by a class of indirect purchasers of SD card flash memory devices.  We represent 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.

  • Baidu. We represented Baidu in the Southern District of New York in connection with a copyright infringement lawsuit related to MP3 files. 

  • Riverbed Technology. We represented Riverbed Technology in a patent case filed in the District of Delaware against Silver Peak Systems. Riverbed is the pioneer in WAN optimization systems and holds a number of patents relating to that field. 
  • Yahoo!. We represented Yahoo! in patent infringement litigation filed by Xerox against Yahoo! and Google in the U.S. District Court for the District of Delaware. The accused products include certain of Google’s and Yahoo!’s Internet advertising services. Xerox’s claims based on one of the two asserted patents were dismissed with prejudice. The parties resolved the remaining complaint via settlement. 

  • We represented a major international telecom company in connection with an SEC investigation prompted by a whistleblower claim concerning alleged improper payments. The investigation concluded without any claims being brought against the client.

  • We have 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.