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The sun always seems to pop through the clouds for Pillsbury Winthrop Shaw Pittman partner Stephen Wurzburg and his longtime client Sunnyvale-based solar-cell maker SunPower Corp. The company caught some unexpected rays two days before the launch of its $138 million IPO. Gov. Arnold Schwarzenegger, then on a highly publicized China trade mission, gave the company a timely boost, lifting one of Sunpower’s cells above his head and declaring the company a “California success story.” “This is the future, ladies and gentlemen,” Schwarzenegger is quoted as saying in published reports. “This is the most efficient solar cell in the world.” On the first day of trading on Nov. 17, SunPower’s stock opened at $28 a share, up from the offer price of $18. As of press time, the stock was trading on Nasdaq at $25.08 a share. SunPower had already been doing well in the company’s road show, Wurzburg said, but the governor’s publicity “didn’t hurt.” SunPower, which is a carve-out from Cypress Semiconductor Corp., also received some early attention in April when the IPO was announced during a Cypress earnings call. “I’ve never been with a company [before] that announced an IPO before they had signed up the underwriters,” said Wurzburg. Wilson Sonsini Goodrich & Rosati partner-elect Todd Barnett Cleary said Cypress, the firm’s client, prides itself on being transparent with investors. “They like to shoot straight,” he said. Wurzburg first started representing SunPower in the late ’90s, but by 2001 the company badly needed funding, and Wurzburg and other Pillsbury lawyers were working for the company on credit. Then, SunPower founder Dick Swanson ran into his old Stanford University classmate, Cypress founder T.J. Rodgers, who wrote the solar-cell maker a personal check for $750,000. Rodgers went on to lobby his board, and in May 2002 Cypress invested $8.75 million in SunPower. In November 2004, Cypress paid $23 million to essentially buy out SunPower’s minority interest, save the company’s employee options. Over time, Cypress invested an additional $134 million in SunPower. Pillsbury’s team for SunPower included partners Davina Kaile and Jorge del Calvo, and associates Mary Helvey, Heidi Mayon, Jeffrey Harrell and Jerome Ku. Wilson Sonsini’s team for Cypress Semiconductor included partners Larry Sonsini and Matthew Sonsini, and associates Nathaniel Gallon and Rachel Proffitt. Skadden, Arps, Slate, Meagher & Flom represented the underwriters, Credit Suisse First Boston, Lehman Brothers Inc., SG Cowen & Co. and First Albany Capital Inc. The Skadden team included partners Thomas Ivey, Kenneth Betts and Gregg Noel, and associates Ann Collins and Michele Sconiers. � Marie-Anne Hogarth A ‘VIGOROUS’ AUCTION A cross-Pacific Morrison & Foerster team recently led Japanese Access Co. through what lawyers called a “very vigorous” auction for PalmSource Inc. The $324.3 million cash acquisition of Sunnyvale-based PDA maker PalmSource by Access, which provides mobile content delivery and Internet access software was announced Nov. 14. Several bidders were involved in PalmSource’s auction, and the final round went into the wee hours of the night, according to San Francisco attorney and lead MoFo partner in the deal Michael O’Bryan. “We had a corner of the world working on this,” O’Bryan said, referring to the firm’s Tokyo-based lawyers communicating with the California team. He added � without going into detail � that some late decisions by PalmSource’s board prompted one of the bidders, Motorola Inc., to launch litigation. One of the more interesting aspects of working on this deal, O’Bryan said, was helping Access understand how boards of directors in the U.S. “[make] decisions and what’s important to them, and the heated nature of an auction, and the need to move and react to changing circumstances quickly.” Access provided key management to speed the process along. “It was very helpful to have people on the ground to talk to right away as the final bidding approached,” O’Bryan said. Other MoFo attorneys representing Access include Tokyo partner Stanley Yukevich, and associate Jonathan Wise; Hong Kong associate Ling Jin; Palo Alto partners Darryl Rains, John Hou and Sunil Kulkarni, and associate Christine Lyon; San Francisco associates William Woo, Gabriel Lowenkron, Alice Wohn and Thomas Scholz; and Orange County associate Timothy Verrall. San Francisco-based Howard, Rice, Nemerovski, Canady, Falk & Rabkin represented PalmSource, led by partner Deborah Marshall and assisted by partners Richard Canady, Lawrence Rabkin, Gary Kaplan and Benjamin Berk, special counsel William Needle, and associates Edward Deibert, Stephen Fronk, Julia Vax, Celia Van Gorder, David Tang, Ceide Zapparoni and Bryce Giddens. � Petra Pasternak

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