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Hope for the future drove Qualcomm Inc.’s recent acquisition of Flarion Technologies, with lawyers designing a strategy that helped ensure the success of the deal without breaking regulations. Qualcomm, a wireless technology developer, announced Friday it would buy Flarion, a leading developer of technology for mobile broadband Internet protocol services, for approximately $600 million in Qualcomm stock and cash. “One unusual thing is that there were some significant notice requirements that had to be satisfied before the transaction could be completed,” said Diane Holt Frankle, a partner in DLA Piper Rudnick Gray Cary’s Silicon Valley office, who helped represent Qualcomm. “We had to work out the timing for those notice requirements and still be sure we had a binding agreement.” Qualcomm will also pay Flarion an additional $205 million if certain undisclosed milestones are achieved within the next eight years. “This is a great example of strategic investment � similar to what was seen pre-Sept. 11 � because of the value of the technology,” Frankle said. Intellectual property rights were central to determining the value of the deal and led to interesting discussions among DLA Piper lawyers, added Frankle. For these two companies, the acquisition is expected to open opportunities for better technology. Qualcomm’s DLA Piper team was led by partners Cameron Rains, Douglas Rein and David Young and associates Randy Socol and Matthew Leivo in the firm’s San Diego office. Flarion was represented by Howard Armstrong, a partner at Latham & Watkins in San Diego. � Adva Saldinger YAHOOING INTO CHINA Yahoo Inc. is building its brand in China with a $1 billion investment and a new stake in a Chinese Internet company, Alibaba.com, but it didn’t go much further than its own back yard to find a lawyer to shepherd the deal. The Sunnyvale-based company hired Kenton King, a partner in Skadden, Arps, Slate, Meagher & Flom’s Palo Alto office, to handle the transaction. King has done M&A work for Yahoo before, but this time he enlisted the firm’s lawyers in Hong Kong and Beijing to also work on the deal. “A lot of the negotiations were in Hong Kong,” says King. Skadden lawyers often had dealings with Alibaba CFO Joe Tsai, who has a law license in New York and formerly practiced at Sullivan & Cromwell. And the Chinese company’s founder, Jack Ma, is a former English teacher. Yahoo merged its Chinese business into Alibaba.com, a Cayman-based Internet company with Chinese operations, and received an approximately 40 percent economic interest with 35 percent voting rights in the company. The deal also included the rollover of Taobao.com, China’s most popular consumer-to-consumer trading site with more than 7 million registered users, into Alibaba. (Taobao was previously a joint venture with Softbank Corp.) “It’s a dramatic deal in the sense of combining all those businesses under one roof,” says King. Alibaba also has a Web site for businesses to buy and sell goods over the Internet, as well as an online payment system. Skadden has previously represented Chinese Internet companies, including the travel site eLong in a $65 million stock sale. It also represented Sina Corp. in placing a “poison pill” provision in response to the accumulation of stock by online gaming company Shanda Interactive Entertainment Ltd. Skadden’s team included Palo Alto counsel Leif King and Bay Area associates Jason Okazaki, Linda Funasaki Wu and Christopher Smith; Los Angeles partner Michael Gisser; Hong Kong associates Jeffrey Johnson, Xiao Jiang and Jessie Huang; Beijing associates Fei Qiao, Peter Huang, legal assistants Xiaorui Liu and Ke Sun; New York partner Stuart Levi and associate Kenneth Rubenstein; and Washington, D.C., partners Paul Oosterhuis and Eric Sensenbrenner. Also working on the deal were Yahoo’s in-house attorneys Stephanie Splane, Joseph Siino, Eugene Lao, Jeanine Hayes and Laura Covington and counsel from the People’s Republic of China. Alibaba.com was represented by Debevoise & Plimpton along with PRC counsel. Morrison & Foerster represented Softbank, as a major shareholder of both Alibaba and Taobao. � Marie-Anne Hogarth

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