Google Campus, Courtesy Photo ()
Less than a month after tapping longtime outside counsel Wilson Sonsini Goodrich & Rosati to advise on its acquisition of home appliance maker Nest Labs in a $3.2 billion dollar deal that had some observers wondering about what kind of company it is becoming, the Mountain View, Calif.–based Internet giant announced two more notable transactions this week.
In the larger of the two moves, Google said Thursday it had agreed to sell Motorola Mobility for $3 billion to China’s Lenovo, the world’s largest computer maker. That announcement came on the heels of one of Google’s largest-ever European acquisitions, its purchase of artificial intelligence start-up DeepMind. While the terms of the acquisition were not disclosed, various news reports estimated the value at more than $400 million.
Taking the lead on both transactions for Google is Cleary Gottlieb Steen & Hamilton M&A partner Ethan Klingsberg in New York. As it happens, Klingsberg played a similar role—and earned Am Law Daily Dealmaker of the Week honors in the process—on the company’s $12.5 billion acquisition of Motorola Mobility in a 2011 deal aimed at bolstering Google’s patent arsenal to ward off tech industry rivals.
Klingsberg said at the time that Cleary’s first engagement for Google was on its ill-fated advertising deal with rival Yahoo, one that was scuttled by the U.S. Department of Justice in 2008. The firm’s relationship with Google transitioned from antitrust to transactional matters as Cleary began handling M&A deals for an increasingly acquisitive company that has become a key client. Over the past few years Cleary has advised on Google’s $700 million buy of travel data company ITA Software, its $2.4 billion sale of Motorola’s set-top box unit Arris Group and its $1 billion buy of Israeli map software provider Waze.
The Arris deal helped offset some of the $12.5 billion that Google plunked down for for Motorola Mobility two years ago—The New York Times’ DealBook did some back-of-the-envelope math this week to determine how the company fared on that acquisition—and Cleary is on hand again as more Motorola assets change hands.
Other Cleary lawyers advising Google on the Motorola Mobility sale include M&A partner Paul Tiger, corporate finance partners Amy Shapiro and Freeman Chan, regulatory partner Paul Marquardt, capital markets partner Jeffrey Karpf, antitrust partners Leah Brannon, Mark Nelson, Maurits Dolmans and Francisco Enrique González-Díaz, IP counsel Daniel Ilan and associates Erica Bonnett, Corey Goodman, Aaron Meyers and Emily Tvetenstrand.
The sale to Lenovo comes a week after Cleary advised the company on its $2.3 billion buy of a low-end server unit from IBM, according to our previous reports. With Cleary advising Google in this instance, Lenovo has turned to Weil, Gotshal & Manges M&A partners Keith Flaum and Richard Climan—both of whom joined the firm’s Silicon Valley office in 2012 after defecting from the crumbling Dewey & LeBoeuf—and Henry Ong in Hong Kong. (The Asian Lawyer, a sibling publication, has the names of the other Weil lawyers working on Lenovo’s purchase of Motorola Mobility.)
Lenovo’s sleep-deprived general counsel Jay Clemens is leading an in-house team working on the Beijing-based company’s second U.S. deal in seven days that includes vice president of IP Ira Blumberg, vice president of litigation Rachel Adams, associate general counsel for corporate John Stanley and associate general counsel and company secretary Eric Mok.
Meanwhile, Klingsberg is leading a separate cross-border team counseling Google on its DeepMind buy. Other Cleary lawyers working on that matter include corporate partners Samuel Bagot and Matthew Salerno, tax partners Richard Sultman and Yaron Reich, employee benefits partner Michael Albano and senior IP consultant Colin Pearson.
Magic Circle firm Allen & Overy and Shearman & Sterling are taking the lead for London-based DeepMind, according to U.K. publication Legal Week. The company is backed by former Sullivan & Cromwell associate Peter Thiel’s Founders Fund and Hong Kong billionaire Li Ka-shing’s venture capital arm Horizon Ventures.
The two deals come amid a flurry of legal developments for Google, which last month added military robotics manufacturer Boston Dynamics to its list of automated acquisitions.
Google recently joined Apple and IBM as among the U.S. companies with the most patents. This week Google announced a patent licensing agreement with electronics ally Samsung, although the former also suffered a setback in a high-profile IP litigation battle with nonpracticing entity Vringo, according to sibling publication The Litigation Daily. Allen Lo, Google’s deputy general counsel for IP, did not respond to a request for comment about those developments.
Google’s robust in-house legal department—named the best in the business in 2011 by sibling publication Corporate Counsel—is led by former Wilson Sonsini partner and current chief legal officer David Drummond, who in an interview with the BBC this week called on the National Security Agency to implement surveillance reforms.
Other key members of Google’s in-house team are general counsel J. Kent Walker Jr., M&A legal director Christine Flores and M&A group head Donald Harrison, a former deputy general counsel who was promoted to the company’s top transactional role in late 2012.
At least one member of that high-powered in-house team presumably weighed in on another recent development with a legal angle—the reported scrubbing of mid-tier U.K. firm Irwin Mitchell from Google search results as punishment for what British legal news outlets described as its effort to game those results. Irwin Mitchell did not respond to a request for comment.