Arlene Arin Hahn
Arlene is a partner in the Technology Transactions Practice, within the Firm's Global M&A Group and Global IP Group. She is a transactional attorney who represents clients in a variety of intellectual property and technology matters ranging from standalone technology transactions to the IP aspects of private equity, M&A and other corporate transactions. Arlene has advised on hundreds of consummated transactions, ranging from formative license agreements and joint development agreements to initial start-up investments and whole business securitizations to some of the largest M&A deals in their respective industries. She represents strategic and financial clients in a broad range of industries, including software, consumer products, pharmaceuticals, medical devices, financial services, power, media, semiconductors, fashion, and sports.
Arlene regularly oversees significant IP and commercial due diligence investigations in the context of analyzing complex commercial or technical aspects of corporate transactions. Arlene also has extensive experience with standalone IP matters, including patent and technology licensing, technology transfer, joint ventures and strategic alliances, joint development agreements, software licensing, outsourcing, content licensing, trademark coexistence, merchandising and brand licensing, and settlement of IP disputes and litigations. Prior to focusing on transactional work, Arlene litigated a variety of intellectual property disputes, including patent infringement, trademark and copyright infringement, counterfeiting, unfair competition and trade secret misappropriation.
From January 2006 to April 2007, Arlene lived in Osaka, Japan where she was seconded to work as in-house counsel to Panasonic in its IP Rights Operations Company.
Arlene is Chair of the Firm's Global Diversity Committee, Co-Chair of the New York Women's Initiative and Co-Chair of the NY Summer Associate Program, which was ranked the #1 Summer Program in the nation in a survey conducted by The American Lawyer. Arlene is also a member of the Firm's Global Technology Industry Core Group, Global Pharmaceutical & Healthcare Industry Core Group, and Financial Investment Committee.
Arlene has appeared as a featured guest on BloombergTV and is a member of Law360's 2019 Advisory Board for Intellectual Property. She has lectured on the intellectual property aspects of commercial transactions at the ATLAS Information Group Seminar for Corporate Counsel, the 2017 Annual Meeting of the Association of Corporate Counsel of Israel, and the 2018 Canadian Private Equity Summit and she was a featured panelist at the Women in Law & Leadership Summit in New York. Arlene has been recognized by numerous publications, including Intellectual Asset Management (IAM) Patent 1000, Legal 500, and Euromoney. She is an Advisory Board Member to NYU School of Law's Grunin Center for Law and Social Entrepreneurship and a Member of MIT's Executive Council. She was also a Member of inaugural "Accelerated Women's Leadership Institute" at Harvard Law School Executive Education and author of an op-ed published by The Deal titled "How To Get More Women To Stay In Biglaw M&A", The Deal, Dealmaker Quarterly, 2018. Arlene was also Co-Contributing Editor and Co-Author of the U.S. chapter of the inaugural edition of "Technology M&A" (2018), published by Getting the Deal Through.
Recent transactions in the technology sector include:
- Panasonic Corporation in its 20 percent strategic equity investment in Blue Yonder, a leading US end-to-end supply chain software provider with an estimated enterprise value of US$5.5 billion.
- Flying Eagle Acquisition Corp. (NYSE: FEAC), a SPAC, in its US$4.3 billion business combination with Skillz Inc., a mobile-gaming company based in California.
- Landcadia Holdings III, Inc. (NASDAQ: LCY), a SPAC, in its US$2.642 billion acquisition of HMAN Group Holdings Inc., the parent company of The Hillman Group, Inc., a leading distributor of hardware and home improvement products, personal protective equipment and robotic kiosk technologies, from CCMP Capital Advisors, LP.
- Fusion Acquisition Corp. (NYSE: FUSE), a SPAC, in its US$2.2 billion business combination with MoneyLion Inc., America's leading digital financial platform.
- Intel Corporation in a series of acquisitions of technology companies innovating in sectors such as autonomous driving and Internet of Things (IoT).
- Colonnade Acquisition Corp. (NYSE: CLA), a SPAC, in its US$1.9 billion business combination with Ouster, Inc., a leading provider of high-resolution digital lidar sensors for the industrial automation, smart infrastructure, robotics, and automotive industries.
- Graf Industrial Corp. (NYSE: GRAF), a SPAC, in its US$1.8 billion business combination with Velodyne LiDAR, Inc., a developer of Lidar Technology for corporate and consumer markets.
- CVC Capital Partners in its US$1.8 billion acquisition of ConvergeOne Holdings, Inc. (NASDAQ: CVON), a leading global IT and managed services provider of collaboration and technology solutions. The transaction was named "M&A Deal of the Year (Over US$1 billion)" and "Information Technology Deal of the Year (Over US$1 billion)" by M&A Advisor (2020).
- dMY Technology Group, Inc. (NYSE: DMYT), a SPAC, in its US$1.78 billion business combination with Rush Street Interactive, LP, a US-based online casino and sports betting company.
- dMY Technology Group, Inc. II (NYSE: DMYD), a SPAC, in its US$1.68 billion business combination with UK-based Genius Sports Group.
- HighCape Capital Acquisition Corp. (NASDAQ: CAPA), a SPAC sponsored by HighCape Capital LP, a healthcare growth equity fund, in its US$1.46 billion business combination with Quantum-Si Incorporated, a pioneer in next generation semiconductor chip-based proteomics.
- Harvest Partners in its acquisition of MRI Software, a leading provider of real estate management software solutions globally.
- Panasonic Corporation in its US$1.545 billion acquisition of Hussman Corporation, a manufacturer of high-tech refrigerated display cases and food distribution systems.
- Forum Merger III Corporation (NASDAQ: FIII), a SPAC, in its US$1.4 billion business combination with Electric Last Mile, Inc., an electric vehicle company.
- FG New America Acquisition Corp. (NYSE: FGNA), a SPAC, in its US$800 million business combination with Opportunity Financial, LLC, a leading financial technology platform that focuses on helping middle income, credit-challenged consumers build a better financial path through affordable personal loans.
- GlobalWafers Co., Ltd., a leader in the manufacture and sale of silicon wafers to the semiconductor industry, in its US$683 million acquisition of SunEdison Semiconductor Limited (NASDAQ: SEMI).
- B. Riley Principal Merger Corp. II (NYSE: BMRG), a SPAC, in its US$550 million business combination with Eos Energy Services LLC, a leading manufacturer of zinc hybrid cathode battery energy storage systems.
- PRO Unlimited, a Harvest Partners portfolio company, in its acquisition of PeopleTicker, a leading independent compensation software company.
- Suzhou Dongshan Precision Manufacturing Co., Ltd. in its acquisition of the printed circuit board business from Flex Ltd.
- FCX Performance, Inc. in its US$768 million sale to Applied Industrial Technologies, Inc. (NYSE: AIT).
- Landcadia Holdings II, Inc. (NASDAQ: LCA), a SPAC, in its US$745 million business combination with Golden Nugget Online Gaming, Inc.
- Sony Corporation of America, a subsidiary of Sony Corporation, in its US$400 million investment in Bilibili Inc., a China-based provider of online entertainment services, through subscription of new shares.
- OpenText Corp. (NASDAQ: OTEX, TSE: OTEX), one of Canada's largest software companies, in its US$75 million acquisition of XMedius, a provider of secure information exchange and unified communication solutions.
- Avon Rubber p.l.c., a UK-listed innovative technology group, in acquisition of 3M’s ballistic-protection business in the United States and the rights to the Ceradyne brand.
- HgCapital in its investment in Intelerad Medical Systems, a leading global provider of medical imaging software and enterprise workflow solutions.
- Macquarie Infrastructure Partners in its acquisition of Aligned Energy Holdings, L.P., an infrastructure technology company.
- NICE Ltd. (NASDAQ: NICE), a leading provider of both cloud and on-premises enterprise software solutions, in its acquisition of Guardian Analytics.
- NTT DATA, Inc., a recognized leader in global technology services, in its acquisition of Net eSolutions Corp.
- Outbrain Inc., a leading digital advertising platform, in its merger with Taboola, creating a combined company with revenue of more than US$2 billion.
- SoftBank Vision Fund in its investment in Energy Vault, a startup using ground-breaking technology to facilitate long term energy storage based in Switzerland.
- Sole Source Capital LLC, through its portfolio company Supply Chain Services, a premier provider of automatic identification and data capture and factory automation solutions, in its acquisition of Miles Data Technologies, a leading provider of barcode, RFID and mobility solutions.
Other notable transactions include:
- Calpine Corporation in its US$17 billion sale to Energy Capital Partners and a consortium of investors.
- Fortis Inc. (TSX: FTS) on several US public company acquisitions, including (i) its US$11.3 billion acquisition of ITC Holdings Corp. (NYSE: ITC); (ii) its US$4.3 billion acquisition of UNS Energy Corporation (NYSE:UNS); and (iii) its US$1.5 billion acquisition of CH Energy Group Inc. (NYSE: CHG), a transaction which was named "Energy Deal of the Year" by The M&A Advisor.
- Brookfield Infrastructure, and its institutional partners and GIC, in the US$8.4 billion acquisition of Genesee & Wyoming Inc. (NYSE: GWR), a freight railroad owner. This transaction was named "Private Equity Deal of the Year" by IFLR (2020).
- LifePoint Health, Inc. (NASDAQ: LPNT) in its US$5.6 billion merger with RCCH HealthCare Partners, which is owned by certain funds managed by affiliates of Apollo Global Management, LLC (NYSE: APO).
- Brookfield Asset Management in its CAD$4.3 billion acquisition of Enercare Inc., one of North America's largest home and commercial services companies.
- Sempra Energy (NYSE:SRE) on several transactions, including (i) the US$3.59 billion sale of its equity interests in its Peruvian businesses, including its 83.6 percent stake in Luz del Sur, to China Yangtze Power International (Hongkong) Co., Ltd.; and (ii) the US$1.275 billion acquisition by Oncor Electric Delivery Company LLC, a subsidiary of Sempra, of InfraREIT, Inc. and concurrent acquisition of a 50 percent limited partnership interest in a holding company that will own Sharyland Utilities, LP, a Texas-based electric transmission utility owned by members of the Hunt Family.
- SodaStream International Ltd. (NASDAQ/TLV: SODA) in its US$3.2 billion sale to PepsiCo, Inc. (NASDAQ: PEP).
- Macquarie Infrastructure Corporation in its US$2.685 billion sale of International-Matex Tank Terminals, a bulk liquid terminals business, to Riverstone Holdings LLC.
- Macquarie Infrastructure Partners in several transactions, including (i) its US$1.212 billion sale of Gadus Holdings Corp., the parent company of WCA Waste Corp., to GFL Holdco (US), LLC, a subsidiary of GFL Environmental Inc.; (ii) the acquisitions of Epic Midstream LLC, Marlin Intermediate HoldCo Inc, and Netrality Data Centers; and (iii) its sale of Bayonne Energy Center.
- Roark Capital Group and Inspire Brands, Inc., owner of the Arby's and Buffalo Wild Wings restaurant chains, in Inspire Brands' US$2.3 billion acquisition of Sonic Corp. (NASDAQ: SONC) and in the acquisition of Jimmy John's LLC, a fast food sandwich restaurant chain.
- Mr. Leslie Alexander and his affiliated entity in the US$2.2 billion sale of the Houston Rockets NBA team and its interest in the Toyota Center to Houston businessman Tilman J. Fertitta and his affiliated entity, Fertitta Entertainment, Inc.
- Schneider Electric, a global player in energy management and automation, in its US$2.1 billion (₹14,000 crore) acquisition of Larsen & Toubro Electrical & Automation and the subsequent consortium between Schneider Electrics partnership with Temasek Holdings Private Ltd. The transaction was named "Cross-Border M&A Deal of the Year (Over US$1 billion)" by the M&A Advisor (2020).
- Global Infrastructure Partners in its US$1.825 billion acquisition of Medallion Gathering & Processing, LLC.
- CVC Capital Partners on several transactions, including the US$1.425 billion acquisition of PDC Brands, as well as the acquisitions of Vitech Systems Group, United Lex, and OANDA Global Corporation.
- CVC Capital Partners in its acquisition of a majority stake in MedRisk, a leading provider of managed physical medicine services for the workers' compensation industry in the United States.
- NeuroDerm Ltd., a clinical stage pharmaceutical company developing drug-device combinations for central nervous system (CNS) disorders, in its US$1.1 billion sale to Mitsubishi Tanabe Pharma Corporation.
- CITIC Capital in its US$770 million acquisition of GNC Holdings Inc. through its subsidiary Harbin Pharmaceutical Group Holding Co., Ltd. pursuant to Section 363 of the United States Bankruptcy Code.
- Zimmer Biomet (NYSE and SIX: ZBH) in its US$1 billion acquisition of LDR Holding Corporation (NASDAQ: LDRH).
- Partners Group in its US$1 billion acquisition of PCI Pharma Services, a leading global provider of outsourced pharmaceutical services.
- Takeda Pharmaceutical Company Ltd. in its US$825 million divestment of a portfolio of select over-the-counter (OTC) and prescription pharmaceutical products in Latin American countries within its Growth and Emerging Markets Business Unit to Hypera Pharma.
- The Carlyle Group in its US$490 million acquisition of a 20% in Piramal Pharma, the pharmaceutical division of India’s Piramal Enterprises Limited.
- Abu Dhabi Future Energy Company (Masdar) in its acquisition of John Laing Group's stakes in two wind farms in the United States (the Rocksprings wind farm in Texas and the Sterling wind farm in New Mexico). The deal is Masdar’s very first North American renewable energy investment.
- Advance Stores Company, Inc., a wholly owned subsidiary of Advance Auto Parts, Inc. in its acquisition of the DIEHARD brand from Transform Holdco LLC.
- Bioenergy Development Group, LLC and an affiliate of Newlight Partners LP, in the acquisition of certain assets from Perdue Farms, Inc. and its subsidiaries and in its negotiation of a 20-year agreement with Perdue Farms to process Perdue Farms' organic material.
- Certares, L.P. in multiple investments, including in: Guardian Alarm, Guardian Medical Monitoring, and AmaWaterways.
- Cogentrix Energy Power Management, LLC in its sale of Red Oak Power, LLC, the New Jersey-based power generation facility, to Morgan Stanley Infrastructure Inc.
- Dominus Capital, L.P. in a series of transactions, including sale of Intelliteach, a leading global provider of outsourcing solutions in the legal and accounting markets as well as the acquisitions of EMPG Holding Company; Lockmasters, Inc. and BluSky Restoration Holdings LLC. Arlene subsequently advised BluSky Restoration in its acquisition of Har-Bro, LLC.
- Dwyer Franchising LLC, one of the world's largest franchisor of home service brands, in the acquisition of Mosquito Joe, the leading franchisor in the mosquito control services industry.
- Entrepreneurial Equity Partners in its acquisitions of Grecian Delight Foods, Inc. and Kronos Foods, Inc.
- Enzymotec Ltd. (NASDAQ:ENZY) in its acquisition of all rights pertaining to five nutritional products from Union Springs Healthcare, LLC.
- Grünenthal Group in connection with a licensing agreement and supply agreement with AstraZeneca for the exclusive rights to Zurampic™ (lesinurad) in Europe and Latin America, a drug approved for the treatment of adjunctive hyperuricemia in adult patients with uncontrolled gout.
- Harvest Partners in its numerous transactions, including the acquisitions of Material Handling Services; TDG Group Holdings Company; EyeCare Services Partners Holdings LLC; VetCor Group Holdings Corp.; DCA Investment Holding LLC, and PRO Unlimited. She also advised Harvest on the sale of a number of portfolio companies, including Document Technologies Holdings, LLC and TruckPro Holding Corp.
- Investcorp in its majority investment in ICR, LLC, a leading strategic communications and advisory company; and in its acquisition of Multivision, LLC, an IT solutions and training provider.
- I Squared Capital, and its portfolio company American Intermodal Management (AIM), in a joint venture with Castle & Cooke Investments and its portfolio company Flexi-Van Leasing, whereby AIM will be combined with Flexi-Van, the third largest marine chassis provider in the U.S.
- Itron Inc. in the sale of its subsidiaries comprising its manufacturing and sales operations in Latin America to buyers led by Instalación Profesional y Tecnologías del Centro S.A. de C.V., a Mexican company doing business as Accell in Brazil (Accell).
- Mill Rock Capital in the acquisition of Trojan Lithograph Corp., a full-service provider of high-end, graphic paper packaging, from Arbor Investments.
- Mill Rock Packaging Partners LLC and its affiliates in its acquisition of All Packaging Company, a cartons manufacturing company.
- Motiva Enterprises LLC in its acquisition of Flint Hills Resources Port Arthur, LLC.
- Mubadala Investment Company in the sale of XOJET, the leading on-demand private aviation services platform in the US, to Vista Global Holding Limited.
- Pernod Ricard, SA, the world's second-largest distiller, in its acquisition of a majority interest in Rabbit Hole Spirits, LLC, a US premium bourbon brand. She also advised Pernod Ricard México, S.A. de C.V. in its investment in Mezcal Ojo de Tigre, S.A.P.I. de C.V., a Mexican entity dedicated to the manufacturing, distribution and sale of the mezcal brand "Ojo de Tigre", and a subsidiary of Casa Lumbre, S.A.P.I. de C.V.
- Priority Power Management, LLC, an independent energy management services and consulting firm, in its acquisition of Satori Enterprises LLC (d/b/a Satori Energy), a leading energy consulting firm based out of Chicago, Illinois serving more than 55,000 industrial, municipal and residential clients in 25 states, the District of Columbia, Canada and Mexico.
- Quad-C Management, Inc. and its portfolio companies in a number of deals that include: (i) the acquisitions of AIT Worldwide; (ii) the auction sale of Vaco Investor Holdings LLC; (iii) the investment in Pharm-Olam International, Ltd; and (iv) REE Investment, LLC, in its sale to KinderCare Education LLC.
- Roivant Sciences Ltd. in the launch of Genevant Sciences Ltd., a joint venture with Arbutus Biopharma Corporation (Nasdaq: ABUS), focused on the discovery, development and commercialization of a broad range of RNA-based therapeutics enabled by Arbutus' proprietary lipid nanoparticle (LNP) and ligand conjugate delivery technologies.
- Summa Equity AB in its acquisition of Olink Proteomics Holding AB, a Swedish life science company.
- Triton Partners in the acquisition of WernerCo, a Switzerland-based fully integrated international manufacturer and distributor of ladders, secure storage systems and light duty construction equipment.
Featured Guest, "SPACs Speed Well-Suited for Tech M&A," Bloomberg TV (Live), New York, November 2020
Featured Guest, "The Legal Side of Tech M&A", Bloomberg TV (Live), New York, April 2019
Speaker, "The Value of Nothing – How to Reinforce Due Diligence and Valuation of Intangible Assets," The 20th Annual Canadian Private Equity Summit, Toronto, ON, November 2018
Panelist, "Developing Your Strengths & Most Productive Workstyle," CenterForce USA's The Women in Law & Leadership Summit: NYC, New York, NY, November 2018
Speaker, "Beware the Poison Pills: Preparing for Technology Driven M&A Transactions", Annual Meeting of the Association of Corporate Counsel of Israel, Tel-Aviv, Israel, August 2017
Lecturer, "Intellectual property aspects of commercial transactions", ATLAS Information Group, 2010
Co-contributing editor, "Technology M&A", Getting the Deal Through, 2018-2021
Co-author, "Technology M&A (United States chapter)", Getting the Deal Through, 2018
Author, "Women in M&A: How to Get More Women to Stay in Biglaw M&A", The Deal's Dealmaker Quarterly, 2018.
Recognized a "leading individual" by Global Data Review (GDR)'s inaugural listing of "the world's best data law firms."
Recognized for TMT and Technology in the United States, Euromoney's Women in Business Law Expert Guide, 2018 and 2020
Recognized Individual for Technology Transactions, Legal 500 USA
Recognized Individual, Intellectual Asset Management (IAM) Patent 1000
"Recommended" Lawyer for Technology: Outsourcing in the US Award Brief, Legal 500 US
Recognized Individual, Lawyer Monthly Women in Law 2018 Sourcing & Technology Transactions
"Rising Star" for Intellectual Property, New York Super Lawyers