image description

Sarah P. Payne

Partner

Sarah P. Payne

Partner
Palo Alto +1-650-461-5600+1-650-461-5600 +1-650-461-5700+1-650-461-5700
paynesa@sullcrom.com

Sarah Payne is resident in the Firm’s Silicon Valley office and has a broad-based corporate practice advising clients on a wide range of transactions, focusing on public and private securities offerings and public and private company mergers and acquisitions. Ms. Payne is co-head of the Firm’s Technology M&A and Finance Group.

Ms. Payne is also active in the Firm’s corporate governance practice and advises clients on their continuing reporting obligations, Sarbanes-Oxley processes and other general corporate matters.

Ms. Payne also serves on the Corporations Committee of the Business Law Section of the State Bar of California.

Speaking Engagements

  • “Recent Developments in Securities Law,” panel at the 2013 Annual Meeting of the California State Bar
  • “Earnouts in Private Company M&A: Selected Considerations,” panel at the Practising Law Institute seminar, Acquiring or Selling the Privately Held Company 2013
  • “Earnouts in Private Company M&A: Selected Considerations,” panel at the Practising Law Institute seminar, Acquiring or Selling the Privately Held Company 2012
  • Participation in the “The Return of the Tender Offer,” panel at the Practising Law Institute seminar, Mergers and Acquisitions 2010: What You Need to Know Now, in San Francisco

Publications

  • Investor Relations and Social Media, in Bloomberg Law (co-author)
  • Corporate Governance Update for Bloomberg Law Reports – Corporate Law (co-author)
  • Controlling Stockholder Liability, in Bloomberg/BNA’s Securities Regulation & Law Report (co-author)
  • ‘Ultra Vires’ Doctrine, in Bloomberg/BNA’s Corporate Counsel Weekly (co-author)
  • Merger Activity, in Bloomberg/BNA’s Mergers & Acquisitions Law Report (co-author)
  • Inadvertent Contract Formation – The Perils of Electronic Communications, in Bloomberg/BNA’s Mergers & Acquisitions Law Report (co-author)
  • Preparing for a Sale Transaction, in Bloomberg/BNA’s Mergers & Acquisitions Law Report (co-author)
  • Bloomberg Law article on Top-Up Options in Tender Offers (co-author)

Recognitions

  • Recognized on the Daily Journal’s list of the “Top 20 Under 40 in California”
  • Recognized as a “Rising Star” in M&A for 2014 by ILFR1000
  • Recognized among Daily Journal’s Top Women Lawyers of 2012. The list recognized women lawyers in the State of California who are at the top of their practice.
  • Recognized as a Law360 2012 Rising Star for her work in M&A. Winners are chosen based on the strength of their accomplishments in their respective practice groups.
  • Recognized as Dealmaker of the Week for her leading advisory role in Silver Lake’s sale of Skype to Microsoft by The Am Law Daily, May 13, 2011
  • Recognized for Capital markets: equity offerings – advice to issuers & managers for 2014 by The Legal 500 United States.


SELECTED REPRESENTATIONS

Selected M&A Transactions
  • Alcan Inc. in its defense of an unsolicited offer from Alcoa Inc. and its subsequent sale to Rio Tinto plc, as well as its spin-off of Novelis Inc.
  • Amgen Inc. in its $10.5 billion acquisition of Onyx Pharmaceuticals, Inc.
  • Canada Pension Plan Investment Board in its participation in a consortium that acquired Asurion Corporation
  • counsel to Centerview Partners as financial advisor to Cisco Systems Inc. in its $5 billion acquisition of NDS Group Ltd.
  • Fiserv, Inc. in its $465 million acquisition of CashEdge Inc.
  • New Century Financial in the proxy fight between New Century Financial and Greenlight
  • NXP B.V. in its disposition of its television systems and set-top box business lines to Trident Microsystems and its strategic alliance with Virage Logic Corporation
  • The PMI Group, Inc. in the disposition of its interests in FGIC Corporation and RAM Holdings Ltd.
  • Silver Lake and Skype Global S.à.r.l. in the $8.5 billion acquisition of Skype by Microsoft Corporation (Silver Lake led the investor consortium as seller in the transaction; Ms. Payne was recognized as a “Dealmaker of the Week” by Am Law Daily for her leading role in this transaction, May 13, 2011)
  • Thomas Weisel Partners Group, Inc. in its acquisition of Westwind Capital Corporation and its acquisition by Stifel Financial Corporation
  • Valeant Pharmaceuticals International, Inc. in its $2.6 billion acquisition of Medicis Pharmaceutical Corporation
  • VeriFone Systems, Inc. in its acquisition transactions, including its acquisitions of Hypercom Corporation, Clear Channel’s taxi advertising business, Semtek Innovative Solutions Corporation and Point International
  • co-counsel to Vineyard National in the proxy fight between Vineyard National and certain of its shareholders
  • Vista Equity Partners in its acquisition of Sirsi Corporation and its disposition of Applied Systems, Inc.
  • chairman of the board of Westwood One in the equity investment in Westwood One Inc. by The Gores Group, LLC
  • Zynga Inc. in its pending acquisition of NaturalMotion Limited
Selected Public Company Securities Transactions
  • the underwriters in the initial public offering of Blackhawk Network Holdings, Inc.
  • the underwriters in the initial public offering and follow-on offering of Data Domain, Inc.
  • EchoStar Corporation in its $1.1 billion senior secured notes and $900 million senior unsecured notes offering in connection with its acquisition of Hughes Communications, Inc.
  • the underwriters in the 2011 and 2012 follow-on offerings and the 2012 convertible senior subordinated notes offering of Exelixis, Inc.
  • the underwriters in the 2011 $1.25 billion senior notes offering by The Gap, Inc.
  • the U.S. placement agents, Sandler O’Neill + Partners, Barclays Capital and FBR Capital Markets, in the $730 million recapitalization of Sterling Financial Corporation
  • the underwriters in the 2012 sale by the U.S. Department of the Treasury of shares of common stock of Sterling Financial Corporation
  • The PMI Group, Inc. in securities and other transactions, including its common stock, senior debt and convertible notes offerings
  • VeriFone Systems, Inc. in its follow-on offering and its convertible notes offering
Selected Venture Capital Investments
Ms. Payne has represented venture capital and family office investors in connection with numerous venture capital investments, including investments in:
  • Ad Infuse
  • Amp’d Mobile
  • Associated Content
  • Beliefnet
  • Danger, Inc.
  • Desktone
  • Dovebid, Inc.
  • Goodmail
  • Paltalk
  • Perpetual Entertainment
  • Pivot Solutions
  • PureVideo Networks