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Jennifer Fonner DiNucci is a partner in the Cooley Business department and a member of the Mergers & Acquisitions practice group. She is resident in the Palo Alto office and has been with the Firm since 1997.
Ms. DiNucci's practice focuses primarily on mergers and acquisitions, and she has represented a variety of public and private companies from various industries, including Rovi Corporation, Quest Software, BioMarin Pharmaceuticals, Levi Strauss, Cisco Systems and Silicon Graphics. She also represents investment banks and venture capital firms in M&A matters. Recent transactions include (Cooley client in bold):
- Sale of Dionex Corporation to Thermo Fisher Scientific for $2.1 billion
- Combination of Jazz Pharmaceuticals and Azur Pharma
- Rovi Corporation's $720 million acquisition of Sonic Solutions
- Sale of Evalve, Inc. to Abbott Laboratories in a transaction valued at up to $410 million
- Sale of Beceem Communications, Inc. to Broadcom Corporation for $316 million
- Sale of Perceptive Software to Lexmark International, Inc. for $280 million
- Kudelski Group's $215 million acquisition of OpenTV
- BioMarin Pharmaceutical's $115 million acquisition of ZyStor Therapeutics, Inc.
- Sale of Oriel Therapeutics, Inc. to Sandoz International
- Sale of Okcupid.com to Match.com
An active member of the Mergers and Acquisitions Committee of the American Bar Association's Section of Business Law, Ms. DiNucci is currently serving on the task force authoring the ABA's model two-step tender offer agreement.
Ms. DiNucci is included in Chambers USA: America's Leading Lawyers for Business and The Legal 500 in the category of Corporate/M&A. She was also recognized by The Daily Journal as one of the Top 100 leading attorneys in California for 2006.
Ms. DiNucci frequently lectures on M&A related topics. Her speaking engagements include:
- Special Issues Involved in Acquiring Divisions or Subsidiaries of Larger Companies, Practising Law Institute
- Merging VC-backed Companies: What Does It Take, Dow Jones
- Going Private: Doing It Right, Players Involved in Going Private Transactions, Practising Law Institute
- Board Considerations in M&A Transactions, Stanford Directors' Forum (Stanford Graduate School of Business and Stanford Law School)
- M&A Panel, Pacific Crest Technology Leadership Forum
- Public Company Boards: The World Has Changed; Are You Prepared?, GCA Savvian/Cooley presentation
- M&A Trends, Piper Jaffray/Cooley Godward CFO Roundtable M&A as an Exit Strategy , MIT Club of Northern California, Semiconductor Entrepreneurship Series
- How To Negotiate an Acquisition Deal Term Sheet, MIT Club of Northern California, Semiconductor Entrepreneurship Series
- Distressed Company M&A and M&A and Antitrust, In-House Counsel MCLE Workshops, Cooley
Ms. DiNucci has also authored, co-authored and consulted on many publications and articles including:
- "Special Issues Involved in Acquiring Divisions or Subsidiaries of Larger Companies," J. DiNucci. Practising Law Institute (2010)
- "Managing the Benefits and Risks of Transactions Involving Insolvent Companies." J. DiNucci. Inside the Minds: M&A Strategies for Bankruptcy and Distressed Companies. Aspatore Books (2009)
- "Negotiating Antitrust Provisions in Acquisition Agreements." J. DiNucci, C. Waldman. The Journal of the Antitrust and Unfair Competition Law Section of the State Bar of California (2008)
- "Expert Advice – The MAC Clause: An Emperor With No Clothes." J. DiNucci. California Lawyer, October 2008
- The Entrepreneur's Guide to Business Law, 4th Ed., C. Bagley, C. Dauchy. South-Western, Cengage Learning (2011)
- Investment Banking: Valuation, Leveraged Buyouts, and Mergers and Acquisitions, J. Rosenbaum, J. Pearl. Wiley Finance (2009)
- "Structuring Transactions Involving Intellectual Property." R. Pais, H. Dempsey. Intellectual Property in Business Transactions. CEB (2008)
Ms. DiNucci graduated cum laude from the Georgetown University Law Center in 1995. She received a Bachelor of Arts degree in Business-Economics from the University of California, Los Angeles in 1991, graduating magna cum laude, with college honors distinction. She was also elected to membership in Phi Beta Kappa.
Ms. DiNucci is a member of the American Bar Association and the State Bar of California.
Education- Georgetown University Law Center
JD, 1995 - University of California, Los Angeles
BA Business and Economics, 1991, magna cum laude, Phi Beta Kappa
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