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

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Biography of Nader A. Mousavi continued Previous and Pending Transactions • American Express, in its joint venture with vente-privee.com to launch an online platform for private sales of luxury goods in the United States • Anheuser-Busch InBev, in its pending $20.1 billion acquisition of the remaining stake it does not already own in Grupo Modelo • ASML, in worldwide patent cross-licenses with Nikon and Canon • AVEO, in connection with its biomedical collaborations with Merck • Avon Products, in the sale of its 75% owners hip interest in Avon Japan to TPG • Broadcom, in various IP transactions, including alliances with Nokia for smartphone technologies • Cablevision, in its $1.4 billion acquisition of Bresnan Communications • Cisco, in numerous IP transactions relating to its IP communications and wireless business units • Millennium Pharmaceuticals, in connection with collaborations with Bayer and Johnson & Johnson • Nippon Steel, in its agreement with Ternium S.A. to form a $350 million joint venture in Mexico • Novartis, in connection with a collaboration with Cerimon Pharmaceuticals • Parthus, in connection with the merger with a spin-out from DSP Group, to form ParthusCeva • Pharmasset, in its $11 billion acquisition by Gilead Sciences • Cúram Software, in its acquisition by IBM Corporation • Fiserv in its $465 million acquisition of CashEdge • Gildan Activewear, in its $350 million acquisition of Gold Toe Moretz • Michael Rubin, CEO of GSI Commerce, in the $2.4 billion acquisition of GSI Commerce by eBay • HSBC Holdings, in the $2.6 billion sale of its credit card and retail services business in the United States to Capital One Financial Corporation • ING Groep, in the pending $3.1 billion sale of ING Bank of Canada (ING Direct Canada) to The Bank of Nova Scotia and the $9 billion sale of its ING Direct USA online banking operation to Capital One Financial Corp. • Popular, in the sale of a 51% interest in it s processing subsidiary, EVERTEC, and related processing, merchant acquiring and technology businesses, to Apollo Management, through the establishment of a $900 million joint venture • Q-Cells AG, in its alliance with Solaria, including technical cooperation and silicon supply agreements • Rhône Capital, in connection with its $1.3 billion simultaneous acquisitions of (i) Evonik Carbon Black and related entities (the ECB Group); and (ii) the ECB Group’s Chinese joint venture • Intel, in connection with (i) its worldwide patent cross-license and settlement with Advanced Micro Device s (AMD); (ii) its patent agreement with GlobalFoundries; (iii) its world-wide patent cross-license and settlement agreement with NVIDIA Corporation; and (iv) intellectual property and joint development matters in connection with entering into agreements to expand the NAND Flash memory joint venture between Intel and Micron Technology • The Heyman family, in its $3.2 billion sale of International Specialty Products (ISP) to Ashland • An investor consortium led by Silver Lake Partners, in the $2 billion acquisition of a 65% interest in Skype Technologies, S.A. from eBay, Inc., including the resolution of all intellectual property disputes with Skype’s founders • Silver Lake Partners and Skype, in connection with the $8.5 billion sale of Skype to Microsoft • Skype in its widely reported agreement with Facebook to make Skype products and services available on Facebook platforms • Kodak, in connection with (i) its worldwide patent cross-licenses with Agfa, Samsung and LG and (ii) its worldwide restructuring, including its pend ing auction of its portfolio of 1,100 digital imaging patents • Massachusetts Institute of Technology (MIT), in its establishment of the Broad Institute for biomedical research with Harvard University, affiliated hospitals and The Whitehead Institute • McCartney Productions Limited, in an agreement with Hewlett Packard to digitize and deliver via a private cloud the music and content library of former Beatle Paul McCartney • Softbank, in structuring a joint venture in Japan with Zynga Game Network • VeriFone Systems, in its $485 million acquisition of Hypercom Corporation • Wells Fargo Securities, in connection with the transfer of Citadel Securities’ investment banking business to Wells Fargo Securities for an undisclosed amount 26
Biography of Nader A. Mousavi continued ―Nader Mousavi . . . is an ‗extraordinary, unusually intelligent lawyer with an almost encyclopaedic knowledge of the law‘ and is ‗head and shoulders above other lawyers when it comes to negotiation, where he always focuses on the right issues‘.‖ IAM Licensing 250, 2011 ―Nader Mousavi . . . is ‗a hugely intelligent, service-oriented attorney who is destined to be a leading figure.‘ His talents extend across patent licensing, commercial IT transactions and M&A, and he acts for such high-caliber clients as Intel . . . .‖ Chambers USA, 2010 • IAM Patent 1000 – The World‟s Leading Patent Practitioners (2012) • Daily Journal – named as one of the ―Top 100 Lawyers in California‖ (2012) • The American Lawyer – named as one of the ―Lateral All-Stars,‖ a list honoring the most significant partner moves of the year (2010) • IAM Licensing 250: The World‟s Leading Patent and Technology Licensing Lawyers (2010, 2011) • Chambers USA: America‟s Leading Lawyers for Business – recognized for IT and Outsourcing (2008, 2009, 2010, 2011, 2012) • Northern California Super Lawyers (2009, 2010, 2011) • Silicon Valley/San Jose Business Journal – recognized as one of the top ―40 under 40‖ business professionals in Silicon Valley (2007) • Regional Finalist, White House Fellows Program (2005) • Boston Business Journal – recognized as one of the top ―40 under 40‖ business professionals in Boston (2004) Mr. Mousavi is a frequent speaker on intellectual property and technology matters, including at Stanford Law School, the Silicon Valley Chapter of the Licensing Executives Society, the Practising Law Institute and various other professional organizations and conferences. He is a member of the Advisory Board for Stanford Law School’s Program in Law, Science & Technology, as well as the Silicon Valley Chapter of the Licensing Executives Society, and a former member of the board of directors of PARSA Community Foundation. Mr. Mousavi is a former member of the California Council of Champions for Citizen Schools, a national non-profit organization dedicated to providing after-school education for middle-school children, and since 2001, he regularly volunteered as a Citizen Teacher in Citizen Schools’ mock trial program. He is also a founding member of the Northern California Chapter of the Iranian- American Bar Association. • ―The Evolving Role of Intellectual Property in M&A Transactions,‖ Intellectual Asset Management (IAM) magazine (July/August 2011) • ―Reach-Through Rights and the Patentability, Enforcement, and Licensing of Patents on Drug Discovery Tools,‖ Hastings Science & Technology Law Journal (Winter 2009) (co-author) • ―Deals An Evolving Art – New Focus on Accounting Standards May Lead Companies to Resist Deal-making Structures,‖ Silicon Valley/San Jose Business Journal (March 23, 2007) (co-author) • ―Open Secrets: How Public Records Laws Can Hamper Public-Private Research Partnerships,‖ Biotech Briefing (Spring 2006) (co-author) • ―When the Public Does Not Have a Right to Know: How the California Public Records Act is Deterring Bioscience Research and Development,‖ Duke Law and Technology Review (2005) 27
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 and 24: Case Study: Microsoft/Novell Attach
Page 25: Biography of Nader A. Mousavi R eco
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:
Page 75 and 76: Illustrative Timeline: Cash Tender
Page 77 and 78:
Fiduciary Duties of Directors in a
Page 79 and 80:
Appendix D: Speakers Profile Franci
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Biography of Francis J. Aquila cont
Page 83 and 84:
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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Page 99 and 100:
Page 101 and 102:
Page 103 and 104:
Page 105 and 106:
Page 107 and 108:
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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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Page 141 and 142:
Investing in France: Selected Legal
Page 143 and 144:
South Korean Investments in France
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1. Providing Equity Without Taking
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Page 149 and 150:
Page 151 and 152:
Page 153 and 154:
Page 155 and 156:
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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Page 191 and 192:
Recent Market and Legal Trends - In
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Page 195 and 196:
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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Page 203 and 204:
Selected Topics - Stake Building fo
Page 205 and 206:
Selected Topics - Prior Stake Build
Page 207 and 208:
Selected Topics - Stake Building Sh
Page 209 and 210:
Selected Topics - Specific Features
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Page 213 and 214:
Page 215 and 216:
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
Page 225 and 226:
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
Page 233 and 234:
Appendix B - Biography of Carsten B
Page 235 and 236:
Appendix B - Biography of Carsten B
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