Practice Areas

Howard Rice's Mergers & Acquisitions Group has extensive experience in both friendly and hostile acquisitions and reorganizations, including leveraged acquisitions and recapitalizations, joint ventures, spin-offs, restructurings and acquisitions of control and minority ownership interests in publicly held corporations. These transactions have ranged in size from the relatively small, where the value may lie in obtaining a specific technology or a group of skilled employees, to the very large, where the ownership of a substantial, mature business is at stake.

Our domestic and international clients include stock exchange and Nasdaq-listed companies and privately held concerns of all sizes. They have been engaged in businesses as varied as financial services, engineering, telecommunications, semiconductors, consumer electronics, retail, publishing, broadcasting, Internet, the food industry, wineries and breweries, agriculture and life sciences. We have also separately represented many of the groups and individuals involved in merger and acquisition transactions, including Boards of Directors, officers and employees, shareholders, private investors and financial advisors.

In working on these transactions, we bring to bear our broad experience with respect to tender offers and the various forms of reorganizations, the use of the auction process in the sale of a business, tax matters, contract negotiations and the fiduciary obligations of corporate management. We regularly give advice in these transactions on federal and state securities filings and compliance, financing matters, labor and employment issues, environmental remediation, Hart-Scott-Rodino compliance, publicity matters and the adoption of shareholder rights plans. In serving our international clients, we have the expertise in all of the disciplines required to advise them on their activities in the United States, including in such areas as international tax and the use of domestic technology.

Areas of Focus

• Asset acquisitions
• Stock and cash mergers and acquisitions
• Negotiated and hostile tender and exchange offers
• Spin-offs and other divestitures
• Leveraged and management buyouts
• Recapitalizations and reorganizations

Representative Engagements

The Charles Schwab Corporation has turned to Howard Rice as primary counsel in corporate matters for many years. We have acted as their counsel in numerous merger and acquisition transactions, including our representation of The Charles Schwab Corporation in the negotiation of the agreement to sell U.S. Trust Corporation to Bank of America for $3.3 billion in cash. The transaction was announced in late November 2006 and closed in July 2007. Howard Rice represented The Charles Schwab Corporation in its acquisition of U.S. Trust Corporation in May 2000.

In addition, we have provided representation in acquisitions directly or through its subsidiaries of U.S. Trust Corporation, a wealth management firm; CyBerCorp, Inc., an electronic trading technology and brokerage firm; SoundView Technologies Group, Inc., a securities firm that provides research on technology companies; and the private asset management business of State Street Bank Corporation of Boston. We also advised the company in connection with the sale of its capital markets business to UBS Securities LLC and UBS Americas Inc.

Howard Rice, as primary outside counsel, advised PalmSource, Inc., (now named ACCESS Systems Americas, Inc.) the developer and licensor of the Palm operating system for mobile information devices, in its sale following an auction to ACCESS Co., Ltd., a Japanese provider of mobile content delivery and Internet access software. Initially, the firm represented PalmSource during its spin-off from Palm, Inc. and prior to the sale advised the company on a broad range of issues common to public technology companies, from creating and protecting intellectual property to complying with public company reporting requirements. In addition, the firm represented the company in its negotiations with strategic partners including Research In Motion Limited, owner of the BlackBerry platform, and Palm, developer and manufacturer of the Treo smartphone, in its acquisition of China MobileSoft, Ltd., a leading mobile phone software company in China, and its follow-on offering of common stock.

Howard Rice serves as general outside counsel to Digital River, Inc. Our attorneys have represented the company in a number of its strategic acquisitions, including its acquisition of Commerce5, Inc., an e-commerce, channel management, and service automation software, and its acquisition of all of the outstanding stock of element 5, a German company providing e-business solutions for software publishers. Additional representations for this client include: the acquisitions of the Estores division of Beyond.com Corporation, and 100% of the stock of RegSoft.com, Inc.; the acquisition of substantially all of the assets of Metatec international, Inc., Network Commerce, Inc., Orbit Commerce, Inc., Net Sales, Inc., Tech Squared, Inc., and Public Software Library, Ltd.; the acquisition of certain assets of Calico Commerce, Inc.; and the merger of Universal Commerce, Inc. and Maagnum Internet Group, Inc. into Digital River.

Our attorneys represented TriVascular, Inc. in its initial formation in 1998 and in subsequent matters including several rounds of venture capital financing, bank financing, strategic corporate investments, acquisition of key technology, trade secret protection, clinical trial agreements, an international product distribution arrangement and acquisition by Boston Scientific Corporation. Howard Rice now represents TriVascular, Inc. after its spin-off from Boston Scientific Corporation into an independent, privately held company.

Over the last 20 years, Howard Rice attorneys have represented Recology (formerly Norcal Waste Systems) in significant legal matters, including numerous merger and acquisition transactions. These transactions have included acquisitions of the stock or assets of Amador County Environmental Services, Stockton Scavengers Association, Excel Environmental, JJV Disposal, Inc., Torri Rubbish Service, Inc., and GH Disposal Service, Inc. Howard Rice attorneys have also assisted Norcal in the disposition of the assets of the Sacramento Valley Environmental Waste Company and Integrated Environmental Systems.

The firm represented Xythos Software, Inc. in its acquisition in November 2007 by Blackboard, Inc. Xythos brought us in as special mergers and acquisitions counsel when the board decided to explore alternatives for selling the company.

Howard Rice represented PlanetOut Inc., an online company exclusively serving the gay and lesbian community, in its acquisition of LPI Media Inc., the country's largest publisher of gay and lesbian print publications (including the Advocate and Out Magazine), a transaction that combined the largest online and traditional print media companies in the gay and lesbian market. Howard Rice also represented PlanetOut in its acquisition of the assets of RSVP Productions, Inc., a marketer of travel and event packages and in subsequent spin-off of LPI and RSVP

Howard Rice represented National Display Systems, Inc., a medical device manufacturer, in its sale to a financial buyer and also represented an aftermarket parts manufacturer and distributor in its sale to a financial buyer.

The firm has also represented clients on numerous international transactions, including the acquisition of the Pebble Beach Company on behalf of Sumitomo Credit Service Co., Ltd. and Taiheiyo Club, Inc., and the subsequent sale of that company to investors led by Peter Ueberroth, Clint Eastwood and Arnold Palmer; the acquisition of China MobileSoft, Ltd. by PalmSource, Inc.; and the acquisition by Mitel Corporation, a Canadian corporation, of Vertex Networks, Inc., a semiconductor manufacturer.

Clients we have represented in merger and acquisition transactions include: