Bingham

Bingham

Michael D. DiSanto

Partner

Mike DiSanto has a general corporate practice, representing publicly traded and emerging growth companies, as well as the institutions and individuals that finance them.

Having spent the first dozen years of his career practicing in Silicon Valley and on Wall Street, Mike has extensive deal experience in a broad range of highly complex transactions. On the mergers and acquisitions side, Mike has deep experience advising boards of directors and executive management on all aspects of the acquisition/sale process, whether involving publicly traded companies in multibillion-dollar deals or privately held companies in smaller transactions.

On the corporate finance side, Mike has advised both companies and investors in a wide variety of finance transactions, including venture capital investments, majority and minority recapitalizations, debt financings and hybrid transactions. He also regularly advises issuers and underwriters in a variety of capital markets transactions, both public and private, including initial public offerings, secondary public offerings, PIPE transactions and Rule 144A offerings.

In addition to his transactional practice, Mike regularly serves as the outside general counsel for his clients, advising public and private companies on questions of corporate governance, fiduciary duties, public disclosure requirements, domestic and cross border joint ventures, general contract issues, and other matters.

Mike also devotes a significant portion of his time each year to pro bono counseling of nonprofit organizations, low-income entrepreneurs and other small businesses as a way of giving back to the community.

Experience

Representative M&A Transactions

  • Represented CyberSource (formerly NSDQ: CYBS) in numerous acquisitions, including its $2 billion all cash sale to Visa, Inc. and its $570 million acquisition of Authorize.Net Holdings. CYBS is a leading global online payment management company.
  • Represented Glenborough Realty Trust in connection with its $1.9 billion acquisition by Morgan Stanley Private Equity. Glenborough is a private real estate investment trust that was publicly traded on the NYSE at the time of the acquisition.
  • Represented JDS Uniphase (NSDQ: JDSU) in connection with its $115 million acquisition of Picolight. JDSU is a worldwide leader in optical technology.
  • Represented CollabNet in numerous acquisitions, including the acquisition of all of the assets of Danube Technologies, a Washington software company. CollabNet is a venture-backed developer of distributed application lifecycle management.
  • Represented Sony in connection with its divestiture of certain assets associated with the static random access memory business to GSI Technology (NSDQ: GSIT).
  • Represented Hometown Urgent Care connection with its sale of a majority equity position to private equity firm Ridgemont Capital
  • Represented Credence Systems (formerly NSDQ: CMOS; now LTXC) in connection with its $180 million merger of equals with LTX (formerly NSDQ: LTXX). LTX-Credence is a global provider of automated test equipment solutions.

Representative Venture Capital Transactions

  • Represented Maker Studios in all of its rounds of funding, including its Series C financing led by Time Warner. Maker is the world’s largest multi-channel YouTube network and a leading digital media company.
  • Represented Bexion Pharmaceuticals in numerous rounds of funding. Bexion is developing cures for cancer.
  • Represented Noom in numerous rounds of financing, including its seed round led by Kleiner Perkins’ iFund. Noom is the leading weight loss application on the Android platform.
  • Represented Blekko in numerous rounds of financing, including its Series C financing led by CMEA Ventures and US Venture Partners. Blekko is a search engine that popularized the SlashtagTM method of searching.
  • Represented First Advantage (Nasdaq: FADV) in its investment in Entice Labs and related strategic alliance agreement with Entice Labs.
  • Represented AOptix Technologies in connection with numerous rounds of equity financing, including its Series C-1 Preferred Stock financing led by Northgate Ventures. AOptix is a venture-backed developer of ultra-high bandwidth laser communication systems.
  • Represented Coffee Meets Bagel in all of its rounds of funding. Coffee Meets Bagel is a new online dating business.
  • Represented Norwest Ventures, Menlo Ventures, Storm Ventures, Sherpalo, KLM Capital Management, Red Rock Ventures, Longitude Venture Partners, Kleiner Perkins Caufield & Byers, Radar Partners, Draper, Fisher Jurvetson, West Capital Advisors and many other venture firms and angel investors in numerous venture investments.

Representative Capital Markets Transactions

  • Advised on dozens of capital markets transactions, including Ostelogix in its PIPE transaction and subsequent registration of securities, Talecris Biotherapeutics in its $950 million IPO, Textainer Holdings in its $150 million IPO as a foreign private issuer, Citigroup Global Markets in connection with the $60 million follow-on offering by EastGroup Properties, STEC in connection with its $279 secondary offering of common stock, among others.

Representative Cross-Border Transactions

  • Represented Maker Studios in numerous cross-border transactions with entities or individuals in the United Kingdom, Russia, Brazil, Australia, Mexico, and Switzerland, among other geographic regions
  • Represented CollabNet in its acquisition of Codesion, Inc. in a multi-step cross-border and reorganization transaction
  • Represented Nurien Soft in connection with its reorganization from a Korean company to a Cayman Islands company with limited liability and subsequent convertible note financings. Northern Light Venture Capital led the round. Nurien is a leading developer of a revolutionary 3D social networking platform and online video game services.
  • Represented KLM Capital Management in its investment in Auvitek, Ltd., a Cayman Islands company with limited liability with its principal place of business in China
  • Represented Harbor Pacific Capital in connection with its offshore venture capital fund formation. Harbor Pacific Capital is recognized as the first venture fund to receive approval from the Bank of Korea to allow citizens to invest in an offshore venture fund.
  • Represented NDTV Networks, Plc in connection with its spin-off from India’s broadcast media giant New Delhi Television into a subsidiary in the United Kingdom and subsequent financing

Awards & Honors

  • Wiley H. Manual Award given by the State Bar of California for Pro Bono Legal Services (2007)
  • Commissioned as a Kentucky Colonel by Governor Steve Beshear (2008)

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