People

Derek H. Wilson

Education, Admissions &
Professional Highlights

Education:

J.D., Harvard Law School
B.A., University of Wisconsin, Madison

Bar Admissions:

California
Washington, D.C.

Professional Highlights:
  • AV Preeminent, peer review rated (Martindale Hubbell’s highest rating)
  • Selected 2024 Top 50 Lawyers in America
  • Lecturer, Hitotsubashi University Graduate School of Law, Business Law Department
  • Speaker, Practicing Law Institute programs on M&A and corporate law
  • Speaker, UCLA Anderson Forecast

Overview

Mr. Wilson is the founder of the firm and serves as primary outside counsel to a large number of emerging growth and mature companies, both public and private. Such representations often commence at the initial formation stage and continue through ultimate sale or merger. 

Mr. Wilson has particular expertise in mergers and acquisitions, strategic alliance and joint venture transactions, equity and convertible debt financings, executive compensation arrangements, and licensing, development and commercialization arrangements. He has completed more than 500 M&A transactions. 

Mr. Wilson counsels numerous technology, life science, healthcare, industrial and other innovative companies, large and small, in connection with all aspects of their corporate, corporate finance, licensing, governance and other transactional needs. 

A significant aspect of Mr. Wilson’s practice involves cross-border transactions spanning multiple jurisdictions. He has particular experience representing Japanese companies in their strategic alliances, often involving complex structuring, technology licensing, product development and marketing arrangements. 

Mr. Wilson is resident in Tokyo and licensed to practice law in Japan as a registered foreign lawyer (Gaikokuho-Jimu-Bengoshi). In addition to his corporate practice, Mr. Wilson is an instructor at Hitotsubashi University Graduate School of Law, Business Law Department, teaching courses on M&A and strategic alliances. 

Mr. Wilson formerly was a partner at Morrison & Foerster LLP, where he was Co-Chair of the Technology Transactions Group (Los Angeles), and Shartsis Friese LLP, where he was Chair of the Corporate Department.

Representative Transactions

M&A
 
Represented a leading software company in its $425 million sale to two leading private equity firms.

Represented Biocartis NV and it’s U.S. affiliate in its acquisition of Respiratory IFV-RSV Panel assets from Janssen Pharmaceutical NV.
 
Represented Waste Connections in connection with numerous acquisitions totaling more than $3 billion in the aggregate.
 

Represented Sleep Train in its $80 million acquisition of Sleep Country and in its $425 million sale to Mattress Firm.

Represented Anchor Brewing Company and its controlling shareholder, Fritz Maytag, in the sale of the Company.

Represented a major shareholder in connection with the sale of Red Line, an oil lubricant company.
 
Represented Acumen Medical in its sale to Medtronic.
 
Represented the owner of the Penultimate App in its sale to Evernote.
 
Represented Maginet, a subsidiary of SoftBank, in several acquisitions, including the acquisition of Nomadix.
 
Represented Senior Educators in its sale to Hewitt/AON.
 
Represented Gary Friedman, CEO of Restoration Hardware, and other senior executives of Restoration Hardware in their stock sales in the Company’s IPO and follow-on offerings.
 
Represented a publicly traded networking company in its $310 million acquisition of another public networking company.
 
Assisted Nestle in its $500 million acquisition of a food-related business, and related intellectual property assets.
 
Represented IgoUgo in its sale to Sabre Holdings.
 
Represented Commission Junction in connection with its $58 million merger with ValueClick.
 
Represented Trinagy in connection with its $55 million sale to Hewlett Packard Company.
 
Advised Thomas Bros. Maps in connection with its $45 million sale to Rand McNally Company.
 
Represented UBS in connection with the initial public offering of Micro Therapeutics.

FINANCINGS

Early Stage.
Represented numerous start-ups and investors in early-stage bridge and Series A financings, including:
 
Represent numerous investment advisors/hedge funds in their early-stage investments.
 
Represented Vantis Capital, Richard Grasso, Ken Langone and others in their $29 million Series A financing of Mainstream Holdings (Moli, founded by E-Trade founder).
 
Represented Benefitter Insurance Solutions, a graduate of Rock Health (an incubator/accelerator that includes Kleiner Perkins, Accel Partners, Mohr Davidow, Genentech, Harvard Medical School and others), in its $3.2 million bridge/convertible note financing.
 
Represented HBIS in its $1.25 million bridge/convertible note financing.
 
Represented Peninsula Capital in numerous early-stage financings.
 
Late Stage (Series B and beyond).
Represent numerous issuers and investors in late-stage financings, including:
 
Represented Penumbra in its Series C, Series D and Series E offerings.
 
Represent numerous investment advisors/hedge funds in their later-stage financings.
 
Represented Sysmex Corporation in its investments in numerous technology companies, public and private.
 
Represented STAAR Surgical (NASDAQ: STAA) in its convertible note and other late-stage financings.
 
Represented Baker Capital in its lead role in a $43 million Series B equity financing of an internet commerce company.
 
Represented Commission Junction in connection with a $40 million equity financing led by idealab! and Thomas Weisel Partners.
 
Represented Trinagy in its Series C and Series D equity financings involving Bear Stearns.
 
LICENSING
 
Represented numerous SaaS companies in their licensing matters.
 
Represented Sysmex in its development and licensing matters.
 
Represented STAAR Surgical in its development and licensing matters.
 
Represented DHAP in its License and Services Agreement with Toyota.
 
Represented Empire Interactive in its game development, licensing and finance matters.
 
Represented Path Communications, an enterprise software company, in connection with its development and licensing arrangements with PeopleSoft, Disney and numerous other entities.
 
Represented Genentech in connection with licensing and corporate matters.
 
Represented Athena Capital in connection with the licensing of certain patents from Cornell University for use in the development of diagnostic monoclonal utilizing monoclonal antibodies and the establishment and financing of a new entity to develop and market products utilizing such patents.
 
Represented HeyAnita, a major speech-recognition software provider, in connection with its development and licensing arrangements involving Microsoft, Verizon, Lucent and other entities.
 
Represented TSS Wireless, a provider of routing and navigation software solutions to major airports and ground transportation companies, in connection with its software development and licensing arrangements.