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Fenwick's Billion-Dollar Deal Needs Swedish Massage

January 28, 2008

Richard Dickson, Chair of Fenwick & West's Start-Ups and Venture Capital Group, was recently quoted in The Recorder article entitled, "Fenwick's Billion-Dollar Deal Needs Swedish Massage."

Dickson and his team had to brush up on Swedish governance and corporate norms in order to represent their Sweden-based client MySQL AB in a $1 billion acquisition deal by Sun Microsystems Inc.

According to Dickson, the roles of a Swedish company's board of directors and shareholders are very different than that of their counterparts in typical Delaware or California corporations. "Relatively speaking, more power and responsibility is provided to shareholders, as opposed to the board if you compare it to Delaware law," Dickson said, "which centralizes relatively greater decision-making authority to the board."

"You had parties that had a view as to what were appropriate deal protections and then you had to map these expectations onto a different set of governance principles," Dickson added.

The transaction is expected to close in the late third or early fourth quarter of Sun's fiscal year, pending regulatory approval. Fenwick's team also included Mountain View partners Gordon Davidson, Mark Ostrau, Scott Spector, Daniel McCoy and Ronald Schrotenboer, San Francisco partner Stephen Gillespie and various associates.