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Liquidity events fuel the community of venture-backed entrepreneurialism. These are seminal moments for startups, representing the validation of years of hard work developing and commercializing new ideas. Successful exits, however, are complex and delicate matters, demanding productive negotiation among multiple constituencies and across a wide range of financial and legal terms. These negotiations are contentious. The wisdom of experienced counsel can be instrumental in helping conflicting interests understand issues, devise solutions, and arrive at an agreement providing long-term benefit to all parties.
Technology M&A Case Strategies, written by one of four lawyers named to Forbes 2008 Midas List of Top Technology Dealmakers Worldwide, uses the sale of venturebacked Clear Shape Technologies to EDA giant Cadence Design Systems to take readers into the art of successful deal-making. The book delves into deal diplomacy and managing competing interests and discusses some of the key legal issues involved in technology mergers and acquisitions: intellectual property rights, shareholder interests, and carefully crafted representations, warranties, and indemnities/holdbacks. Technology M&A Case Strategies draws on the real-life experience of one of Silicon Valley's most renowned lawyers and is a valuable reference for aspiring dealmakers, including lawyers, investors, and executives.
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About the Author
Warren Lazarow is the managing partner of O Melveny & Myers LLP's Silicon Valley office and a member of the Firm's Policy Committee and Joint Leadership Team. Mr. Lazarow's primary focus is in the general corporate representation of emerging growth corporations, public companies, venture capital and private equity firms, and investment banks. He represents both public and private clients in public and private debt, convertible debt and equity, and equity offerings, PIPES offerings, and general corporate and securities transactions. He also provides corporate governance counseling, including Sarbanes-Oxley, Nasdaq Global Market, NYSE and ISS rules and regulations, 1934 Act reporting and compliance, public and private mergers and acquisitions, corporate spinouts and spinins, and buyouts. Additionally, he advises audit committees and boards of directors on corporate governance matters.
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