í´ì¸ M&Aì ë²ì ìì - Sullivan & Cromwell

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Case Study: Microsoft/Novell continued Attachmente acquires Novell in transaction valued at $2.2 billion Novell concurrently sells over 800 patents for $450 million to CPNT Holdings, a consortium including Microsoft, Apple, Oracle and EMC Proceeds used as acquisition finance by private equity buyers (Francisco, Golden Gate, Thoma Bravo) Consortium reported to be structured in two-stages: - Patent Acquisition by Consortium - Patent Distribution to Consortium Members U.S. Department of Justice intervention 24
Biography of Nader A. Mousavi R ecognized as one of the ―Top 100 Lawyers in California‖ by the Daily Journal (2012) and one of the top ―40 under 40‖ business professionals by Silicon Valley/San Jose Business Journal (2007), Nader A. Mousavi is a partner and co-head of the Firm’s Intellectual Property Group. He joined the Firm in May 2010. Mr. Mousavi’s practice includes advising clients on intellectual property and technology issues in a wide range of corporate and transactional matters. These transactions include: Nader A. Mousavi Palo Alto Office Phone: +650 461 5660 Fax: +1 650 461 5740 mousavin@sullcrom.com Partner since 2010 Stanford Law School, J.D. 1997 University of California, Los Angeles, B.A. 1993 ―Nader Mousavi … is a greatly respected expert on IP transactions. ‗He is extremely intelligent and is a fantastic discussion partner on thorny legal issues.‘‖ IAM Patent 1000, 2012 • mergers and acquisitions • joint ventures • collaborations • financings • licensing • outsourcing • monetization • research and development • manufacturing • commercialization • settlements Mr. Mousavi has extensive experience representing companies and investors in a variety of intellectual propertyintensive industries, including software, semiconductors, communications, Internet, media, services, consumer products, pharmaceuticals, biotechnology, medical devices, clean technologies and financial institutions. Mr. Mousavi was counsel to Silver Lake Partners and Skype in connection with the $8.5 billion sale of Skype to Microsoft. After graduating from Stanford Law School, he joined TCS, an early-stage telecommunications software (SaaS) company, where he led strategy and legal affairs as TCS pioneered the ―softswitch‖ and ultimately was acquired by a leading broadband equipment company. Following the acquisition, Mr. Mousavi served as senior counsel for the acquirer until joining Hale and Dorr (now part of Wilmer Cutler Pickering Hale and Dorr) in 2001. Mr. Mousavi later also served on secondment to Cisco Systems as lead technology counsel to Cisco’s IP communications business unit. He became a partner at Wilmer Cutler Pickering Hale and Dorr in 2008 and co-founded the firm’s Palo Alto office before joining <strong>Sullivan</strong> & <strong>Cromwell</strong>. 25
Page 1 and 2: September 26, 2012 | Seoul 해외 M
Page 3 and 4: Traditional Role of IP in M&A
Page 5 and 6: Why does IP matter? continued Monet
Page 7 and 8: Primary IP Objectives in M&A contin
Page 9 and 10: Selected IP Risks in M&A continued
Page 11 and 12: IP Allocation in a Spin-Out continu
Page 13 and 14: Spin-Outs ‒ Key IP Questions cont
Page 15 and 16: Emerging Role of IP in M&A 지적
Page 17 and 18: What to expect
Page 19 and 20: Patent Market - Trends 특허권
Page 21 and 22: Case Study: Skype 2003: Niklas Zenn
Page 23: Case Study: Microsoft/Novell Attach
Page 27 and 28: Biography of Nader A. Mousavi conti
Page 29 and 30: Thank You
Page 31 and 32: Acquiring a U.S. Public Company: Wh
Page 33 and 34: Fundamental Deal Structuring Decisi
Page 35 and 36: ―One Step‖ Transaction Structur
Page 37 and 38: ―Two Step‖ Transaction Structur
Page 39 and 40: Deal Consideration: Stock versus Ca
Page 41 and 42: The Role of Stockholder Rights Plan
Page 43 and 44: Unsolicited Deal Schematic continue
Page 45 and 46: Target Options Regarding the Sale P
Page 47 and 48: When Must Negotiations be Disclosed
Page 49 and 50: ―Public Company‖ Due Diligence
Page 51 and 52: ―Public Company‖ Due Diligence
Page 53 and 54: Key Terms of Negotiated Deal contin
Page 55 and 56: Material Adverse Effect continued C
Page 57 and 58: Document Creation continued From be
Page 59 and 60: Transaction Litigation: Significant
Page 61 and 62: Transaction Litigation: Focal Point
Page 63 and 64: Transaction Litigation: Acquirer‘
Page 65 and 66: Implications for Acquirer During Ea
Page 67 and 68: Importance of PR and Governmental R
Page 69 and 70: Certain U.S. Legal Regimes Implicat
Page 71 and 72: Summary: Key Elements of Acquiring
Page 73 and 74: Appendix B: Illustrative Timeline:
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Illustrative Timeline: Cash Tender
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Fiduciary Duties of Directors in a
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Appendix D: Speakers Profile Franci
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Biography of Francis J. Aquila cont
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Biography of Michael G. DeSombre co
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Biography of Michael G. DeSombre co
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September 26, 2012 | Seoul 해외 M
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해외 M&A 단계별 조세상 고
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1. 해외 M&A 단계별 조세상
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1. 해외 M&A 단계별 조세상
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2. 해외 M&A와 조세전략 수
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Partner Profile 김 규 동 회계
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1. 해외 M&A의 일반적인 절
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1. 인수 검토 및 예비 분석
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3. 본 계약 체결과 Closing 효
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투자의사결정 관련 내부
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기업결합 신고의무 우리나
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해외직접투자 신고 (신규
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신고시기와 필요서류 해외
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신고 처리 및 후속 조치 신
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4. 계약 조항 중 주의할 부
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분쟁해결 조항 국제 중재
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진술과 보장 조항 영미법
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PMI 준비시 고려할 사항 장
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Partner Profile 김경연 변호사
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Investing in France: Selected Legal
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South Korean Investments in France
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1. Providing Equity Without Taking
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2. Acquiring Control
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2.1 Regulated Business Sectors A.
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2.1 Regulated Business Sectors cont
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2.2 Merger Regulation (i) 프랑스
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2.3 Labor Law Issues 프랑스 기
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2.3 Labor Law Issues continued IRPs
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2.4 Public Companies a) Access to I
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2.4 Public Companies a) Access to i
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2.4 Public Companies b) Disclosure
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2.4 Public Companies c) Mandatory T
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2.4 Public Companies continued d) K
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2.4 Public Companies d) Key Rules o
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Appendix A - S&C Paris Office CHAMB
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Appendix B ‒ Biography of Dominiq
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Investing in Germany: Recent Trends
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Amount of Transactions Transaction
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Recent Market and Legal Trends - Ge
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Recent Market and Legal Trends - In
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2.1Private M&A
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Selected Topics - Selected Topics i
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Selected Topics - Selected Topics i
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Selected Topics - Stake Building fo
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Selected Topics - Prior Stake Build
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Selected Topics - Stake Building Sh
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Selected Topics - Specific Features
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Selected Topics - Follow-on integra
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2.3 Joint Aspects
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Joint Aspects - Regulatory Restrict
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Joint Aspects - Regulatory Restrict
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Joint Aspects - Corporate Restricti
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Joint Aspects - Labour Law/Due Dili
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Joint Aspects - Antitrust - Practic
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Outlook (1/2) Macroeconomic Situati
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Appendices Appendix A - S&C Frankfu
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Appendix B - Biography of Carsten B
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Appendix B - Biography of Carsten B
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