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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

  • “Mergers & Acquisitions: Trends & Developments You Need To Know,” panel at the 42nd Annual Securities Regulation Institute in 2015
  • “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 as “Lawyer of the Week” by The Times (2014)
  • Recognized on the Daily Journal's list of the "Top 100 Lawyers in California" in 2014
  • Recognized on the Daily Journal’s list of the “Top 20 Lawyers Under 40 in California” in 2014
  • Recognized as a “Rising Star” in M&A by ILFR1000 (2014, 2015)
  • 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 Public Company Securities Transactions
  • the underwriters in the $25.0 billion initial public offering of Alibaba Group Holding Ltd.
  • the initial purchasers in the $8.0 billion senior notes offering of Alibaba Group Holding Ltd.
  • 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 PMI Group, Inc. in securities and other transactions, including its common stock, senior debt and convertible notes offerings
  • 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
  • VeriFone Systems, Inc. in its follow-on offering and its convertible notes offering
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 $14.5 billion pending acquisition of Salix Pharmaceuticals, Ltd., its $1.4 billion sale of certain filler and toxin assets to Galderma S.A. and 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 acquisition of NaturalMotion Limited
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