Sep. 13, 2012
Bruce Deming
See more on Bruce DemingCovington & Burling LLP San Francisco Corporate transactions Specialty: mergers/acquisitions
Deming advised Microsoft Corp. on more than a dozen transactions in the past year, including leading a team that advised Microsoft in what he considers to be two of its most significant deals.
He helped negotiate a definitive agreement with Facebook Inc. that assigns the social networking company the right to purchase a portion of a patent portfolio that Microsoft recently agreed to purchase from AOL Inc.
Under the agreement, announced in April, Facebook will pay $550 million in cash.
Also in April, Deming represented Microsoft in its more than $1 billion purchase of more than 925 AOL Inc. patents and patent applications.
Having submitted the winning bid at auction, Microsoft secured the ability to own or assign the patents and patent applications, plus a license to AOL's remaining patent portfolio, which contains about 300 additional patents that weren't for sale.
"It was a complicated transaction that required careful and creative execution while under enormous time pressure," Deming said. "AOL set and stuck to very tight timelines."
While such deals usually involve a consortium, he added, AOL's rules "forced the bidders to go it alone."
The deal is a sign of the times, Deming said.
"Within the technology space, there have been a number of significant transactions," he added. "Technology companies clearly understand the importance of intellectual property rights in the market, and they are actively managing their patent portfolios through corporate transactions to maximize financial and strategic returns."
Deming said, "Patents are increasingly viewed by boards and shareholders as capital assets that can be monetized like other capital assets."
So, along with his mergers and acquisitions skills, he added, "You have to really understand IP issues and their implications so you're structuring the deal in the right way."
- PAT BRODERICK
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