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Cooley Godward partner Eric Reifschneider just helped Milpitas-based LSI Logic Corp. sell off its last wafer fabrication plant to ON Semiconductor Corp. Inc. His conclusion: Going “fab-less” is OK. As part of the agreement struck earlier this month, ON will pay $105 million for the plant in Gresham, Ore. And LSI will purchase about $200 million worth of wafer supply and tests services from ON in the first two years after the sale. Back in the ’90s, Reifschneider says the old-guard semiconductor companies scoffed at startups that didn’t own their own plants. “Real men have fabs,” former Advanced Micro-Devices Inc. CEO Walter J. “Jerry” Sanders is famous for saying in the ’90s. Now, the success of companies such as NVIDIA Corp., a graphics chip developer, has made some of the old guard semiconductor companies considering “fab-less” strategies. For instance, Reifschneider previously helped Conexant Systems sell off two of its fabrication plants in Newport Beach. “This is one of the oldest semiconductor companies � one of the mainstays of Silicon Valley,’ says Reifschneider. “And when the industry nose-dived in 2000, it was harder for them than others.” So far, the deal has appeared to work out well for LSI. One analyst quoted in Forbes.com raised the target price from LSI shares from $13.40 to $6 as a result of selling the fabrication plant. Cooley’s team for LSI Logic Corp. also included partners Richard Climan, Paul Churchill, Kathleen Goodhart, Lois Voelz, Amy Hartman, Robert “Buff” Miller, Thomas Reicher, Michael Stern and Joseph Scherer; associates Kara Hagen and Susan Sher; and special counsel Francis Fryscak and Barry Graynor. LSI’s in-house team included acting general counsel Andrew Hughes and senior corporate counsel Timothy Croll and Denise Yamamoto. ON Semiconductor was represented by lawyers from Cleary Gottlieb Steen & Hamilton. � Marie-Anne Hogarth MORE MEANINGLESS GEOGRAPHY TA Associates, along with Technology Crossover Ventures and JMI Equity, have completed the $200 million buyout of Global 360 Inc., a deal mostly negotiated via computers and phones in yet another example of the diminishing importance of geography when it comes to tech deals. “What you have to love about this deal is geography,” said Peter Kerman, a Latham & Watkins partner representing Technology Crossover Ventures and JMI. “I think it’s a reflection that geography matters less and less.” Global 360, a global software and services company headquartered in Texas, worked with lawyers at Gunderson Dettmer Stough Villeneuve Franklin & Hachigian � a Menlo Park-based firm. Boston-based Goodwin Procter represented TA Associates, also in Boston. Latham’s Silicon Valley office took the lead representing two of the investors, one based in Palo Alto and the other based in Baltimore and San Diego. Despite the geographical span, the parties held just one face-to-face meeting throughout the transaction, which extended more than a month. That underscores one of the biggest changes in the practice of law in the past 10 years, Kerman said. “There are virtual relationships,” he said, adding that he hadn’t met with one of his clients on the deal in person for several years. “And, selection of a law firm is experience-driven. The criteria are different than 15 years ago when you looked for lawyers within driving distance.” Also working on Latham’s team were partners Ora Fisher, Joseph Yaffe and Larry Stein; and associates Timothy Ehrlich, Robert Phillips, Michael Maher, Scott Thompson and Thomas Halpern. Gunderson’s team was led by partner Christopher Dillon, and included partner Dan Niehans, and associates Joshua Cook and Robin Stenerson. Goodwin Procter’s team included partners John LeClaire, Kathy Fields and Howard Cubell. � Kellie Schmitt

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