Mark J. Mihanovic, head of the Firm’s California Corporate group and head of the Firm’s Emerging Companies/Venture Capital group, focuses his practice primarily in the areas of corporate finance and mergers and acquisitions. He represents companies in a broad range of industries, with a particular emphasis on technology, life science and health care companies. Mark serves as corporate liaison partner in the Firm’s strategic alliance with MWE China Law Offices based in Shanghai.
Mark serves as lead counsel on behalf of issuers and underwriters in public offerings and private placements (including private investments in public equities (PIPEs)) of equity and debt securities. He handles stock and asset acquisitions, divestitures, mergers, proxy fights and joint ventures and has had primary oversight responsibility for the regional and worldwide acquisition programs of multiple clients. Mark represents early-stage companies in connection with formation and organizational issues and venture capital and other preferred stock financings and has also represented investors in complex venture capital transactions involving equity and debt.
Mark has substantial experience advising corporate boards of directors and management regarding fiduciary duties (including in connection with potential change in control transactions and consideration of “poison pill” stockholders rights plans) and corporate governance issues. He assists publicly traded companies with their Securities and Exchange Commission (SEC) filings and other securities compliance matters. He also advises investment banks on securities compliance issues and in acting as financial adviser and delivering fairness opinions in the context of acquisitions and restructurings.
Mark has lectured at various external and McDermott-sponsored programs on the topic of public offerings and on emerging company issues. He has also spoken on mergers and acquisitions and other corporate law-related topics in various client seminars and has served as guest lecturer for transaction-related courses at the University of Michigan Law School and Stanford Law School.
Represented underwriters led by BofA Merrill Lynch in (a) the approximately $90 million public offering by Allot Communications, Inc., an Israel-based technology company completing its initial US stock exchange listing, and (b) the approximately $80 million public offering common stock by Repros Therapeutics, Inc. (a Texas-based life sciences company)
Represented Beretta Holdings affiliate in the acquisition of (a) Laser Devices, Inc. (a manufacturer of devices and accessories for firearms and other products) and (b) Ohio- and Vermont-based subsidiaries of O’Gara Group
Represented the UK-based beverage company C&C Group plc in (a) its acquisition of the Hornsby’s cider brand from E&J Gallo Winery and (b) the transfer of its US distribution and sales operations to Pabst Brewing Company
Represent Fowler Property Acquisitions (a San Francisco-based real estate company) in the formation and capitalization of new real estate investment funds (including real estate investment trusts (REITs))
Represented Jariet Technologies, Inc. in (a) its initial formation and acquisition of assets in a “spin-off” from a subsidiary of Semtech and (b) a convertible notes financing with Corbel Structured Equity Partners, L.P.
Represented the surf- and snow-wear company O’Neill, Inc. in the sale of its worldwide trademark portfolio and other assets to SISCO Textiles NV
Represent Premier, Inc. in the following:
It’s Up-C reorganization and approximately $900 million initial public offering completed in 2013
Its $120 million Company-Directed Offering by selling member-owner stockholders completed in 2014
Its $140 million Company-Directed Offering by selling member-owner stockholders completed in 2015
As general outside securities and corporate governance counsel