Robert S. Townsend

Townsend is the only lawyer in California to have advised on the two largest technology deals in history, his firm said. One involved client VMware Inc. in its parent EMC Corp.'s $67 billion acquisition by Dell Technologies Inc. The other was Townsend's role for client Henry T. Nicholas III, the co-founder and past CEO of Broadcom Ltd., in Broadcom's acquisition by Avago Technologies. The Broadcom deal was one of the largest tech mergers in history. It valued Broadcom at $37 billion and established a $77 billion enterprise value for the combined companies.

Displaying the range of his activities, when Chanel S.A., the storied Paris fashion house, wished to foray into the U.S. wine industry, it turned to Townsend to advise it in its acquisition of St. Supéry Estate & Vineyards, a Napa Valley vintner. When Europe's biggest chip maker by revenue, Infineon Technologies AG, acquired Cree Inc.'s Wolfspeed Power and RF division, Infineon retained Townsend for advice.

Other clients include Intel Corp., McKesson Corp., Salesforce.com Inc., SoftBank Group Corp., Splunk Inc., Sprint Corp. and Visa Inc.

"They're all different," Townsend said of his clients and their deals. "I love being a transactional lawyer because each challenge tends to bring additional layers of complexity."

For example, Townsend said the pending Dell deal was memorable for its uncommon use of tracking stock. EMC issued the stock in VMware. "They used this new form of security to help finance the transaction," he added, as a special equity offering based on the VMware's performance. "It affected the market for VMware shares, and part of our job was to advise the client on its ramifications." Townsend said from VMware's viewpoint, the deal happened fast. "The Dell-EMC negotiations only came to VMware's attention late in the process, so we moved pretty quickly."

In the Broadcom negotiations, Townsend worked with Nicholas, who controlled a majority of the outstanding Class B common stock. It was complex because, since the transaction required the approval of a majority of the Class B shares, Nicholas' consent was required for any sale of the company. Avago and Broadcom required that Nicholas enter into a support agreement committing to vote in favor of the transaction. "As a matter of structure, the deal needed his approval," Townsend said. "That thrust us into novel issues, such as whether in exchange for his approval he could ask for higher consideration. We advised him on the implications of that and similar questions."

Townsend said he's working on another big deal. "It's a really interesting project involving corporate interests and the ability to save people's lives," he said, declining at present to supply specifics. "What a fun year."

— John Roemer