Sharon R. Flanagan
SHARON FLANAGAN has over 15 years of experience representing companies in a broad range of merger and acquisition transactions, securities offerings and corporate governance matters. Some notable transactions include:
- Representing Medivation Inc. in its recently announced planned acquisition of talazoparib, a drug candidate to treat germline BRCA-mutated metastatic breast cancer and other cancers, from BioMarin Pharmaceutical Inc.;
- Representing Genentech, a member of the Roche Group, in its agreement to acquire Seragon Pharmaceuticals, Inc. for a cash payment of $725 million, plus additional contingent payments of up to $1 billion based on achievement of certain milestones;
- Representing PayPal, Inc. in its acquisition of global payments company, Braintree for a cash payment of $800 million;
- Representing Roche Molecular Systems in its acquisition of Genia Technologies, a DNA sequencing company, for $125 million in cash and up to $225 million in contingent payments depending on the achievement of certain milestones;
- Representing eBay Inc. in the sale of Skype Technologies to Silver Lake Partners for $2 billion; and
- Representing interactive whiteboard maker, SMART Technologies in its dual-listed initial public offering raising $660 million.
Consistently recognized for her work on a number of significant transactions, Sharon was recognized in the 2012–2015 editions of Chambers USA in Capital Markets and Corporate/M&A. She has also been recognized in the 2011 through 2016 editions of The Best Lawyers in America in the area of Corporate Law and in 2012, she was named the Best Lawyers’ 2013 San Francisco Corporate Law “Lawyer of the Year.” She was also recommended in Healthcare: Life Sciences, Capital Markets, and M&A in the 2013-2015 editions of The Legal 500 US. In addition, The American Lawyer named her as one of “45 Under 45” – “the best of the best among young women lawyers in the Am Law 200.” Sharon was named to the Daily Journal’s list of the Top 25 Women Corporate and Transactional Lawyers in California. In 2011, she was also named by Law360 as a Rising Star, earning her a spot as one of their 10 corporate finance rising legal stars under 40. In 2013, The Recorder recognized her as one of its Women Leaders in Technology Law.
Sharon has experience handling acquisitions, divestitures and strategic alliances for a broad range of companies, with a particular focus on life sciences and technology companies. In addition, she regularly represents companies in their cross-border M&A transactions. For example, she represented PayPal in its acquisition of Zong SA, a mobile payments company in Switzerland. She also represented Genentech in its purchase from Lonza of a cell culture biologic manufacturing facility in Singapore.
Sharon has extensive experience representing issuers and underwriters in a variety of securities offerings, including initial public offerings, follow-on offerings, and registered and 144A debt offerings. She represented DaVita Inc., a Fortune 500 healthcare company, in its acquisition financing for HealthCare Partners, including a $1.25 billion high yield notes offering. She recently represented Merrill Lynch, Pierce, Fenner & Smith Incorporated and Goldman, Sachs & Co. in the initial public offering for retailer, Restoration Hardware.
Sharon advises a number of public companies on corporate governance, disclosure and other SEC compliance matters, as well as ISS/proxy advisory firm matters, stockholder proposals and corporate governance best practices.
Sharon serves as the managing partner of the firm’s San Francisco office.
Mergers and Acquisitions:
- Represented PayPal in its acquisition of mobile payments company Card.io
- Represented Genentech in its collaboration and option to acquire Forma Therapeutics
- Represented Hoffmann-La Roche in its collaboration and option to acquire Inception 3
- Represented Aon Corporation in its sale of AIS to Mercury Insurance
- Represented KKR Financial Holdings in its conversion from a REIT into a master LLC structure and the subsequent sale of its REIT subsidiary
- Represented Baxter International Inc. in the spin-off of its worldwide cardiovascular business, Edwards Lifesciences
- Represented Aon Corporation in the sale of the domestic Cananwill business to BB&T
- Represented America West Airlines in its sale of National Leisure Group to USA Networks
- Represented First Data Corporation in its contribution of assets and investment in Home Account Network
- Advised GE Medical Systems in the sale of its global radiotherapy service business to Varian Medical Systems
- Represented IMC Global Inc. in its stock-for-stock merger with Freeport-McMoRan
- Represented MotivePower Industries Inc. in its stock-for-stock merger with Westinghouse Air Brake Company
- Advised Tribune Company in its tender offer for CareerBuilder
- Represented URS Corporation in its acquisition of EG&G Technical Services and Lear Siegler Services from The Carlyle Group
- Represented DaVita Inc. in its $4.6 billion refinancing, including the offering of $1.6 billion of notes
- Represented the underwriter in HCP’s $1 billion offering of common stock
- Represented CoreLogic in its $400 million 144A notes offering
- Represented the underwriters in Nationwide Health Properties’ $190 million offering of common stock
- Advised DaVita Inc. in its $400 million 144A notes offering
- Represented Allscripts Healthcare Solutions, Inc. in its common stock offering raising $149 million