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Mark Windfeld-Hansen is a partner in the Tax practice group and a member of the Cooley Godward Kronish Business department. He joined the firm in 2008 and is resident in the Palo Alto office.
Prior to joining Cooley, Mr. Windfeld-Hansen was a shareholder of Heller Ehrman LLP and member of that firm's Venture Law Group. Prior to its merger with Heller Ehrman LLP, Mr. Windfeld-Hansen was a director of Venture Law Group and head of that firm's Tax group. Prior to joining Venture Law Group he was a partner and co-chairman of the Tax Department of Morrison & Foerster. He has more than 20 years of experience as a tax lawyer.
Mr. Windfeld-Hansen's practice focuses on tax issues arising in business transactions and executive compensation, with particular emphasis on tax concerns of emerging growth companies and their executives. He advises clients on federal and state tax issues in mergers and acquisitions (domestic and cross-border), spin-offs, restructurings, equity and debt financings, leveraged buy-outs, limited liability companies and other pass-through entities, liquidations and other significant transactions. He has been the lead tax lawyer on a large number of high-profile transactions for such clients as Yahoo!, Seagate, Macrovision, Oracle, Collagen, Aspect Communications, and RITA Medical Systems, and has represented the selling company in numerous acquisitions by some of the world's most active buyers, such as Cisco Systems, Microsoft, Boston Scientific, IBM, AOL, Intel, Nokia, Qualcomm and Alcatel. In the past 1-1/2 years he has been the principal tax lawyer on more than 80 acquisitions having an aggregate value in excess of $10 billion (see recent representative transactions below).
Mr. Windfeld-Hansen speaks regularly on tax topics for such organizations as Council on State Taxation, the Southern Federal Tax Institute, various State Bar Associations, and the California CPA Society and has assisted in teaching classes on tax issues in venture capital transactions at Stanford Law School and Santa Clara Law School. He is co-author of "State Taxation of Pass-Through Entities," part of the Tax Management Multistate Tax Portfolio series.
Mr. Windfeld-Hansen is a 1982 graduate of Yale Law School. He received a B.A. in History, summa cum laude, from Amherst College in 1978 where he was elected to Phi Beta Kappa.
Mr. Windfeld-Hansen is a member of the State Bar of California.
Representative Recent Transactions:
- Representation of Sopra Group's (Euronext Paris) Axway, Inc. subsidiary in its $140 million cash acquisition of Tumbleweed Communications, Inc. (Nasdaq) [September 2008]
- Representation of Belden Inc. (NYSE) in its $133 million cash acquisition of Trapeze Networks, Inc. [July 2008]
- Representation of Macrovision Solutions Corp. (Nasdaq) in its $2.8 billion stock and cash acquisition of Gemstar-TV Guide International, Inc. (Nasdaq) and related financing transactions
- Representation of executives of Danger, Inc. in the $500 million cash sale of Danger, Inc. to Microsoft Corp. [February 2008]
- Representation of Stratify, Inc. in its $158 million cash sale to Iron Mountain Incorporated (NYSE) [December 2007]
- Representation of Seagate Technology's eVault, Inc. subsidiary in its $85 million cash acquisition of Metalincs [December 2007]
- Representation of AkaRx, Inc. in its development agreement and option to be acquired by MGI Pharma, Inc. for aggregate $300 million cash [October 2007]
- Representation of Avista Corp. (NYSE) in its $170 million cash sale of its Avista Energy, Inc. subsidiary to Coral Energy Holding, L.P. [June 2007]
- Representation of Ironport Systems Inc. in its $800 million stock and cash acquisition by Cisco Systems, Inc. (Nasdaq) [June 2007]
- Representation of Yahoo! Inc. (Nasdaq) in its $100 million cash acquisition (with Section 338(h)(10) election) of Rivals.com [July 2007]
- Representation of Adeza Biomedical Corporation (Nasdaq) in its $450 million cash acquisition by Cytyc Corp. [April 2007]
- Representation of @Road, Inc. (Nasdaq) in its $500 million stock and cash acquisition by Trimble Navigation Limited [March 2007]
- Representation of Seagate Technology (NYSE) in its $185 million cash acquisition of EVault, Inc. [January 2007]
- Representation of Kudelski SA (SWX) in its $132 million cash acquisition of a controlling interest in OpenTV Corp. from Liberty Media Corporation [January 2007]
- Representation of RITA Medical Systems, Inc. (Nasdaq) in its $225 million stock and cash acquisition by AngioDynamics, Inc. [January 2007]
- Representation of Atom Entertainment Inc. in its $200 million cash acquisition by Viacom, Inc. [October 2006]
- Representation of Grouper Networks, Inc. in its $65 million cash acquisition by Sony Pictures Entertainment [September 2006]
- Representation of Secure Computing Corporation (Nasdaq) in its $295 million stock and cash acquisition of CyberGuard [September 2006]
- Representation of Lazard Alternative Investments as special tax counsel in $25 million equity piece of investment in Mapleton Communications [summer 2006]
- Representation of Xenogen Corporation (Nasdaq) in its $80 million stock and warrants acquisition by Caliper Life Sciences Inc. [August 2006]
- Representation of Identix, Inc. (Nasdaq) in its $770 million stock acquisition by Viisage Technology, Inc. [August 2006]
- Representation of Limelight Networks, Inc. in its $130 million recapitalization led by Goldman Sachs Capital Partners [July 2006]
- Representation of Dimatix, Inc. in its acquisition by Fuji Photo Film Co., Ltd. (purchase price not disclosed) [July 2006]
- Representation of m-Qube, Inc. in its $250 million cash acquisition by Verasign, Inc. [May 2006]
- Representation of QPass Inc. in its $275 million cash acquisition by Amdocs [April 2006]
- Representation of Calix Networks, Inc. in its $105 million stock acquisition of Optical Solutions, Inc. [January 2006]
- Representation of Agility, Inc. in $70 million stock acquisition by JDS Uniphase [2005]
- Representation of Aspect Communications Corporation (Nasdaq) in its $1 billion cash acquisition by Concerto Software, Inc. [2005]
- Representation of AMN Healthcare, Inc. (Nasdaq) in its $190 million cash acquisition of The MHA Group [2005]
- Representation of Airespace, Inc. in its $450 million stock acquisition by Cisco Systems, Inc. (Nasdaq) [2005]
- Representation of Iridigm Display Corporation in its $170 million cash sale to Qualcomm Incorporated (Nasdaq) [2004]
- Representation of Yahoo! Inc. (Nasdaq) in more than 20 acquisitions over a number of years between 1997 and 2007, including its $4.6 billion stock merger with GeoCities (Nasdaq) [1999]
Education- Yale Law School
JD, 1982 - Amherst College
BA History, 1978, summa cum laude
Admissions
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