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Russell J. Wood is a partner in the firm's Corporate and Securities Practice Group. His practice is concentrated in the areas of corporate law and finance, representing companies, principal investors, financial advisors and underwriters on transactional matters with an emphasis on public offerings and private financings. He has significant experience regarding novel securities, convertible offerings, derivatives and securities compliance issues and has counseled clients on a variety of SEC no action letters and responses to SEC comment letters. His experience also includes negotiated mergers and recapitalizations.
Russell also regularly advises public and private clients on corporate governance and structure, securities law compliance and strategic transactions. Additionally, he has regularly advised senior management, boards of directors and their audit committees on a wide range of governance matters and fiduciary duty issues. His practice has had a strong international focus, advising clients on cross-border finance and acquisition transactions, and his industry experience has included high technology, health care, life sciences and media.
Representative Transactional Experience
Private placement of $1.5 billion of asset-backed preferred units of offshore subsidiary for global technology manufacturer.
Issuer-self tender of $3 billion shares of common stock for global technology manufacturer.
144A offering of $90 million in convertible notes for specialty pharmaceutical company.
PIPE offering of common stock and warrants, representing leading life sciences investor.
Designated underwriters' counsel for numerous shelf take-downs of common and preferred equity, warrants and various debt instruments of REIT.
Private placement of common and preferred limited liability company interests to private equity funds for chemical handling company.
Recapitalization and related preferred financing for venture-backed telecommunications systems company.
Numerous venture investments in a variety of early-stage companies for Fortune 100 corporate venture fund.
Numerous private placements of preferred stock for a variety of venture-backed technology companies, including $194 million private placement of preferred for telecommunications systems company.
Negotiated $400 million merger between two publicly traded semiconductor companies.
Negotiated $65 million reverse "double dummy" merger between two Web 2.0 companies.
Represented private equity fund in leveraged buyout of food processing company.
Russell served as an appointed member of the Corporations Committee of the State Bar of California from 2004 to 2008, served as co-chair during 2007 and has been a member of that committee since 2001. Previously, Russell served on the ABA Subcommittee on Securities Law Opinions and served as liaison to the ABA Presidential Task Force on Attorney-Client Privilege. | 