Henry Lesser focuses his practice on mergers and acquisitions, private equity transactions, corporate governance and securities transactions.

He has been recognized as a leading transactional practitioner in The Best Lawyers in America, Global Counsel 3000, Chambers USA: America's Leading Lawyers for Business, and Who’s Who Legal. He is included in the Northern California Super Lawyers Top 100 and Mergers and Acquisitions Super Lawyers lists in Law & Politics magazine and San Francisco magazine. 

Mr. Lesser is a member of the Pro Bono Committee and the Pro Bono Coordinating Partner for the firm's Silicon Valley office. On behalf of the firm, he serves as general counsel for its pro bono client The Global FoodBanking Network. In addition, he represents two Silicon Valley-based nonprofits.

Representative Engagements:

• Representation of several investment banking firms in their roles as financial advisors in public and private company M&A transactions.
• Representation of The D3 Family Funds/Nierenberg Investment Management Company in connection with portfolio investments in publicly-traded equity securities.
• Representation of Finisar Corporation in its all-stock combination with Optium Corporation.
• Representation of The D3 Family Funds in connection with their participation, as equity investors and lenders, in the acquisition of Pediatric Services of America, Inc. by Portfolio Logic LLC.
• Representation of Renova Media Enterprises Ltd in its negotiated acquisition of the equity interest in Moscow CableCom Corp. not previously owned by it. 
• Representation of Multimedia Games, Inc. in connection with a proxy contest (subsequently settled) to reconstitute the board of directors.
• Representation of Austin Ventures VIII, L.P. in its acquisition of 724 Solutions, Inc.
• Representation of the Special Committee of the Board of Directors of AmNet Mortgage, Inc. in the company's acquisition by Wachovia Corporation.
• Representation of Dreyer's Ice Cream Holdings in connection with the implementation of its charter provision providing the holders of its Class A Callable Puttable Shares with their right to put their stock to the company.
• Representation of Storage Acquisition Company LLC and its majority investor (an affiliate of Equity Group Investments LLC) in its acquisition of Home Products International, Inc.
• Representation of Leeward Capital, L.P. in connection with its agreement to tender its shares of Dover Investment Corporation into a tender offer by the company's controlling stockholder.
• Representation of NetSolve, Inc. in its acquisition by Cisco Systems, Inc.
• Representation of JDA Software, Inc. in its agreement (subsequently terminated) to acquire QRS Corporation.
• Representation of the Special Committee of the Board of Directors of Garden Fresh Restaurant Corp. in the company’s acquisition by GF Holdings, Inc.
• Representation of Anacomp, Inc. in connection with a proxy contest (unsuccessful) for minority representation on its board.
• Representation of Intraspect Software in its acquisition by Vignette Corporation.
• Representation of Austin Ventures in its acquisition of Staktek Corporation.
• Representation of Virage, Inc. in its acquisition by Autonomy Corporation plc.
• Representation of Invitrogen Corporation in its acquisition of Molecular Probes, Inc. and its separate simultaneous acquisitions of Life Technologies and Dexter Corporation.
• Representation of Rocket Holdings, LLC (a company formed by senior management) in connection with its agreement (subsequently terminated) to acquire Resonate, Inc.
• Representation of the Special Committee of Independent Directors of inSilicon Corporation in its acquisition by Synopsys, Inc.
• Representation of American Residential Investment Trust in connection with a proxy contest (unsuccessful) challenging its status as a real estate investment trust and proposing certain bylaw amendments relating to its stockholder rights plan.
• Representation of NetRatings, Inc. in its acquisition of NetValue S.A., a French public company.
• Representation of NetRatings, Inc. in its acquisition of the majority interest in ACNielsen eRatings.com.
• Representation of NetRatings, Inc. in its agreement (subsequently terminated) to acquire Jupiter Media Metrix and its subsequent acquisition of certain patents from Jupiter Media Metrix as part of a patent litigation settlement, and its separate acquisition of Jupiter Media Metrix’s European customer contracts.
• Representation of Leeward Capital, L.P. in its proxy contest (subsequently settled) for representation on the Board of Directors of Dynex Capital, Inc.
• Representation of Tab Products Co. in connection with a proxy contest (unsuccessful) to replace its board.
• Representation of LaunchMedia, Inc. in its acquisition by Yahoo! Inc.
• Representation of iPrint Technologies, Inc. in its strategic combination with Wood Associates, Inc.
• Representation of eMusic.com in its acquisition by Universal Music Group.
• Representation of the special committee of the board of directors of pcOrder.com in its merger with Trilogy Software.
• Representation of Maxtor Corporation in its combination with the hard disc drive (HDD) business of Quantum Corporation.
• Representation of PS Group Holdings, Inc. in its acquisition by Integrated Capital Associates and the concurrent sale of its oil and gas subsidiary in a management buyout.
• Representation of Watkins-Johnson Company in the sale of the company in three subsidiary divestitures and an ultimate leveraged buyout by Fox Paine & Company, as well as a proxy contest (subsequently withdrawn) for board seats.
• Representation of Scios Corporation in connection with a proxy contest (subsequently settled) for board seats.
• Representation of Advanced Polymer Systems in connection with a proxy contest (subsequently settled) for board seats.
• Representation of TIS Mortgage Investment Company in connection with a proxy contest (unsuccessful) to replace the board.
• Representation of Lamonts Apparel, Inc. in connection with matters arising from the acquisition of a substantial equity interest in the company by Troutman Investments.
• Representation of Chugach Electric Association in connection with an unsolicited acquisition proposal (unsuccessful) by Matanuska Electric Association.
• Representation of Data I/O Corporation in connection with the settlement of a potential proxy contest with a substantial shareholder.
• Representation of CardioGenesis Corporation in its business combination with Eclipse Surgical Technologies, Inc.
• Representation of NetVantage, Inc. in its acquisition by Cabletron Systems.
• Representation of Penederm Incorporated in its acquisition by Mylan Laboratories.
• Representation of PBC Holdings, Inc. in its acquisition of Pete’s Brewing Company.
• Representation of Amati Communications Corporation in its proposed merger (terminated) with Westell Technologies, Inc. and its subsequent merger with Texas Instruments.
• Representation of the Special Committee of Independent Directors of AST Research in AST’s merger with its controlling shareholder Samsung Electronics.
• Representation of the Non-Management Directors of First Interstate Bancorp in its proposed merger (terminated) with First Bank Systems and its acquisition by Wells Fargo & Co.
• Representation of Green Equity Investors (an investment fund managed by Leonard Green & Partners) in its acquisitions of the Thrifty and PayLess Drug chains (which were subsequently merged to become Thrifty Payless, Inc.), the Big 5 Sporting Goods chain, the Electron Devices Business of Varian Associates (which became Communications & Power Industries), as well as various portfolio investments.
• Representation of Thrifty Payless, Inc., in its acquisition by Rite Aid Corporation.
• Representation of Cal Fed Bancorp Inc. in its acquisition by First Nationwide Holdings, Inc.
• Representation of Teledyne, Inc. in two proxy contests initiated by WHX Corporation and the company's combination with Allegheny Ludlum Corporation.
• Representation of Aldus Corporation in its merger with Adobe Systems.
• Representation of Cipher Data Products in its acquisition by Archive Corporation.
• Representation of Cetus Corporation in the sale of its PCR Division to Hoffman-La Roche and its merger with Chiron Corporation.
• Representation of Shaklee Corporation in connection with an accumulation of its stock by a group led by Irwin Jacobs, the company’s declaration of an extraordinary cash dividend from the proceeds of selling its Japanese subsidiary and its ultimate negotiated acquisition by Yamanouchi Pharmaceutical Co., Ltd. of Japan.
• Representation of Allergan, Inc. in connection with its spin-off as a public company by SmithKline Beckman Corporation.

ADMISSIONS

• California
• New York

Adhésions

• American Law Institute
• American Bar Association Business Law Section
  • Committee on Mergers and Acquisitions, co-chair of its private equity M&A subcommittee and former co-vice chair of its international transactions task force
  • Committee on Corporate Governance, former co-chair of its subcommittee on corporate governance guidelines
  • Committee on Federal Regulation of Securities
  • Subcommittee on Business Combinations and Proxy Solicitations
  • Committee on Legal Opinions
  • Task Force on the Changing Nature of Board/Shareholder Relations
• California State Bar Business Law Section
  • Current member, Nonprofit Organizations Committee
  • Former Chair, Corporations Committee;
  • Former Chair, Legal Opinions Committee;
  • Former Vice Chair, Executive Committee;
  • Former member, Partnerships and Limited Liability Companies Committee;
  • Former Member, Ad Hoc Legal Opinions Committee

Publications

• Editor Emeritus (and previously Co-Editor-in-Chief), The Corporate Governance Advisor (bi-monthly Aspen Law & Business publication), and contributor of various articles thereto since inception (1992), most recently: "Different Battlegrounds, Same Battle," Vol. 15, Number 3 (May/June 2007, Special 15th Anniversary Edition); Majority Voting for Directors: The Phoenix from the Ashes of the SEC's Shareholder Access Proposal?" (Co-Author), Vol. 13, Number 4 (July/Aug. 2005); "Update on the SEC’s Shareholder Access Proposal: Footnote 74 Has Gone, Now How About the Proposal Itself?" (Co-Author), Vol. 13, Number 2 (Mar./Apr. 2005); "The SEC’S Director Nomination Initiative: Is It the Next 'Jaws' Sequel?" (Co-Author), Vol. 11, No. 6, (Nov./Dec. 2003); "The Second Shoe: The SEC's 'Other' Director Nomination Initiative and Proposed Rule 14a-11"; and "The SEC's Director Nomination Initiative: Final Disclosure Rules Update" (Co-Author), Vol. 12, No. 1, (Jan./Feb. 2004).
• Co-author, "Takeover Defense," 4th edition, Aspen Law & Business.
• Named contributing writer for Lipton and Steinberger, Materials on Takeovers and Freezeouts (first edition and supplements, 1978-1984), Law Journal Seminars-Press.
• Author of three chapters on the Williams Act (Ch. 70: An Overview; Ch. 71: Beneficial Ownership Disclosures Regulation; and Ch. 72: Tender Offer Regulation), Securities Law Techniques, Matthew Bender & Co.
• Co-Author, "Majority Voting: Where Are We Now?", INSIGHTS, Vol. 20, No. 8 (June 2006).
  Co-author, "When Is a Delaware Merger also a California Merger?" ipFrontline.com, (December 1, 2005).
• Co-author, "Europe’s Long-Delayed Move Towards a Unified Public Company Takeover Regime," The Wall Street Lawyer, Vol. 8, No. 1 (June 2004), republished in The M&A Lawyer, Vol. 8, No 2 (June 2004).
• Co-author, "The New World of Director Nominations," The Wall Street Lawyer, Vol. 7, No. 11, (April 2004).
• Interview, "Getting Deals Done: An M&A Lawyer’s Perspective," Trends in Transactional Risk, Marsh Private Equity and M&A Services (First Quarter 2004).
• Co-author, "Will the insurance follow? A look at M&A in the light of California’s Henkel case," American Bar Association, Section of Business Law, Business Law Today, Vol. 13, No. 4, March/April 2004, reproduced from Deal Points (publication of the ABA Negotiated Acquisitions Committee) Vol. VIII, Issue 2 (Summer 2003).
• Author, "Some Practical Suggestions for the M&A Due Diligence Process (with Forms)," ALI-ABA’s Practice Checklist Manual on Advising Business Clients III, (February, 2004), reproduced from The Practical Lawyer (September and October, 2000).
• Co-author, "Boards Adopt Governance Guidelines," The National Law Journal (June 1999).
• Author, "Do Courts Swallow the Poison Pill?" Legal Times (June 1999).
• Co-author, "Shareholder By-Law Amendments: The Looming Battle," The M&A Lawyer, Vol. 1, No. 8 (January 1998).
• Co-author, "Formulating Governance Standards," The National Law Journal (June 1998).
• Honorary Symposium Editor, "Business Law Symposium Issue," Beverly Hills Bar Association Journal,Vol. 27, No. 2 (Spring 1993).
• Co-author, "A Corporate Governance Audit: Topics in the Contemporary Corporate Governance Debate," Prentice Hall Corporation Report, Vol. LXIV No. 24 (Dec. 15, 1993) and Vol. LXV No. 1 (Jan. 3, 1994).
• Author, "The California Business Law Section Issues Its Report on the ABA's “Silverado” Legal Opinion Report," 14 Bus. L. News 29 (Summer 1992).
• Co-author, "Corporate Governance: Some Unasked Questions -- A Personal Commentary," 19 Pepperdine Law Review, Vol. 3, p. 857 (1992).
• Co-author, "Increasing Pressures For Confidentiality Agreements That Work," 26 Mergers & Acquisitions, No. 5 (March/April 1992), p.23.
• Co-author, "A Practical Approach to Negotiating Confidentiality Agreements in the Corporate Acquisition Context," 2 Journal of Corporate Disclosure and Confidentiality, No. 1 (April 1991), p. 7, also published in The M&A and Corporate Governance Law Reporter, Vol. VII, No. 2 (Oct. 1991), p. 190 and in The Mergers & Acquisitions Handbook (second edition, 1993).
• Co-author, "Preserving Patent and Other Litigation Claims in Takeovers," INSIGHTS, Vol. 5, No. 1 (Jan. 1991), p. 10.
• Co-author, "Patent and Other Litigation Claims: Preserving Their Value to Shareholders in Takeovers," The Computer Lawyer, Vol. 7, No. 10 (Oct. 1990), p. 1.
• Co-author, "Poison Pill as Value Enhancer? The Outcome of the Delaware Redemption Cases," 4 Browne Digest for Corporate & Securities Lawyers, No. 3 (March 1990), p. 8.
• Author, "Update on Poison Pills After Time," 4 Browne Digest for Corporate & Securities Lawyers, No. 4 (April 1990), p. 4.
• Co-author, 1990 Update to Fleischer, "Responses to Takeover Bids: Corporate SEC Tactical and Fiduciary Considerations," BNA Corporate Practice Series 6-2^nd.
• Author, "A 'Poison Pill' Update," Review of Securities & Commodities Regulation, Vol. 22, No. 21 (Dec. 6, 1989), p. 223.
• Author, "The 'Poison Pill' Defense," Review of Securities & Commodities Regulation, Vol. 22, No. 2 (Jan. 25, 1989), p. 11.
• Co-Author, "The Duty of Care in the Change of Control Context," The Corporate Control Analyst, Vol. 1, No. 5 (Feb. 1989), p. 124.
• Author, "Directors’ Duties: Courts Reshape the Business Judgement Rule," National Law Journal, November 3, 1986, p. 21.
• Author, "Evolving Standards for Directors’ Business Judgement," National Law Journal, Feb. 24, 1986, p. 17.
• Co-Author, "Pre-Merger Notification: An Update," 15 Rev. of Sec. Reg., No. 3, Feb. 10, 1982.
• Co-Author, "New Tender Offer Rules: Detailed and Broad Ranging," SEC Law Journal Seminars-Press, 1980.
• Co-Author, "Resisting An Unsolicited Takeover Bid - - The United States," International Business Lawyer 296 (1979).
• Author, "Tender Offers Under Hart-Scott-Rodino Pre-Merger Notification Requirements," Tender Offers Handbook (Georgeson) 433 (1979).
• Author, "Doing Business in the Sultanate of Oman - - The Legal Framework," 2 International Trade Law and Practice, No. 4, 561 (December 1976).
• Author, "The Acquisition of Inter Vivos Matrimonial Property Rights in English Law: A Doctrinal Melting Pot," XXII University of Toronto L.J. 148 (1973).
• Author, "Kinds of Accidents and Kinds of Injuries - - Ambiguities in the Remoteness Rule in Negligence," 29 Cambridge L.J. 22 (1971).
• Author, "Organizing Resistance to Take-Over Bids - - The Legality of Strategic Allotments of Shares," 27 Cambridge L.J. 198 (1969).

Séminaires

• Co-chair, program on technology mergers (September 2007 and September 2006)
• Faculty member, program on corporate governance for the Silicon Valley General Counsel Association (October 2006)
• Moderator, forum on fairness opinions for the ABA Negotiated Acquisitions Committee (October 2006)
• Chair, program on crossborder mergers (held in San Francisco, August 2003), ABA Negotiated Acquisitions Committee
• Faculty member, programs on going private for the ABA Negotiated Acquisitions Committee (August 2003) and Practicing Law Institute (October 2003)
• Faculty member, program on M&A Insurance Products for the International Bar Association (October 2003)
• Founding Co-Chair, Glasser LegalWorks Silicon Valley Technology Mergers & Acquisitions Annual Institute (founded in 1998)
• Chair, Program on Asset Acquisition Across National Borders (held in Chicago, August 2001), ABA Negotiated Acquisitions Committee
• Chair, Program on Transatlantic Mergers (held in New York and London, July 2000), ABA Negotiated Acquisitions Committee
• Chair, Program on Corporate Governance Guidelines, ABA Business Law Section Corporate Governance Committee (March 1999)
• Chair, Program on Confidentiality Agreements, ABA Business Law Section Negotiated Acquisitions Committee (August 1999, repeated in national telecast, November 1999)
• Founding Chair, Prentice Hall Law & Business Institute on Acquisitions and Takeovers, West Coast Presentation
• Faculty Member, Glasser LegalWorks Proxy Institute
• Faculty Member, Practising Law Institute Seminar, M&A: It Could Happen to You! What Buyers and Sellers Need to Know to Get the Deal Done (1998)
• Faculty Member, Practising Law Institute Seminar, Advanced Doing Deals: A Strategic Approach to Completing the Transaction (1997 and 1998)
• ALI-ABA Post-Graduate Program in Securities Regulation

Expérience antérieure

• Partner – Heller Ehrman White & McAuliffe LLP, Palo Alto, 1997 – 2000
• Partner – Various major law firms in Los Angeles, 1983 – 1997
• Partner – Wachtell, Lipton, Rosen and Katz, New York, 1980 – 1983

Activités civiques et caritatives

• Prior service as board chair or member for numerous nonprofit organizations
• Advisory Director, Society of Corporate Secretaries and Governance Professionals